TravelTank Limited Affiliate Agreement

Welcome to TravelTank Limited's ("TravelTank") Affiliate Agreement. Please read the terms and conditions contained herein carefully as they govern the relationship between TravelTank and the Affiliate. By accessing the Programme, you expressly agree to be legally bound by these terms and conditions.

Subject to the terms and conditions contained herein, the Affiliate will be able to: register on the Website and/or Applications and make bookings themselves; customize its tickets with its brand logo, email address, agency name and phone number; earn upfront discounts from TravelTank; and access all of TravelTank's services including but not limited to flights; hotels; transfers; visas; holiday packages and travel insurance.

1. Definitions

For the purpose of this Agreement the following terms shall have the meaning assigned to them hereunder, namely:

1. "Affiliate" means "you" or any person or entity that partakes in the Programme.
2. "Affiliate Account(s)" means the account that is accessed by the Affiliate by using the unique log-in and password allocated by TravelTank to the Affiliate upon registration and which allows the Affiliate to access the reservation system available through the Website and or Applications.
3. "Agreement" means this Agreement, or any amendments, modifications or supplementals.
4. "Applications" means any TravelTank applications.
5. "Chargeback" includes but not limited to instances where a credit card or debit card or any other payment method transaction that is being disputed by the card issuer and for which charges are being reversed.
6. "Confidential Information" means all information, data, documents, and materials of any nature whatsoever which is of, for or connected to TravelTank including but not limited to: any financial, technical or commercial information, strategies, business plans, project plans, know how, formulae, contact information, clients, sponsors, suppliers, designers, media, intellectual property, patents and designs, trademarks, copyrights, branding, trade secrets, investors, financiers, lenders, financial processes, operations, technology, algorithms, software programs, codes, codebase, admin panel, software source documents, engineering processes, sales, costs and profit data, pricing information, procurement requirements, purchasing, manufacturing, customer lists, employees, directors, shareholders, business and contractual relationships, merchandising, information TravelTank provides regarding third parties, assets and liabilities, training manuals, videos, documents, records and other tangible items of any kind in which Confidential Information is stored, maintained or recorded or from which TravelTank Confidential Information may be readily ascertained whether in the form of documents, correspondence, memoranda, books, files, notes, plans, reports, programs, drawings, sketches, designs, graphics, photographs, prints, paintings, pictures, films, recordings, media, software, disks, diskettes, charts, manuals, materials or any other medium including copies or other reproductions of any of the foregoing, whether prepared by or for TravelTank, and any other information which TravelTank does not disclose to third parties or the public, or which TravelTank requests confidentiality and protection of any and all work product produced from this arrangement, and which has been disclosed to Affiliates that is not known by other third parties or the public.
7. Notwithstanding the foregoing, all information and materials of TravelTank would be considered "Confidential Information" of TravelTank when either of the following occur:
  1. It is first disclosed in tangible form and is conspicuously marked "Confidential" or is requested to be held in Confidence whether orally or otherwise or;
  2. It is first disclosed in either tangible or non-tangible form and orally or otherwise identified as confidential at the time of disclosure and/or is later summarized in tangible form and/or conspicuously marked "Confidential" and provided to Affiliate within 90 days of the original oral or non-tangible disclosure.
8. "Customer" means an individual or entity for whom an Affiliate performs a transaction on the Website or Applications during the subsistence of this Agreement.
9. "Force Majeure" means actions or events beyond a Parties control and includes but is not limited to acts of God, war, riot, fire, civil commotion, strikes, lock outs, embargoes, any lawful order of any governmental authority, change in law or any other similar cause beyond the control and without the fault or negligence of the parties to this agreement.
10. "Intellectual Property" means any and all Intellectual Property whether or not registered, and shall include without limitation: Patents and Designs, Trademarks, the Website, Applications, Internet Domain Names, Service Marks, Copyright, Know-How, Trade Secrets, Promotional Material, Links, Databases, Trade and Business Names, Brands and any other similar rights and any applications for any of the foregoing.
11. "Programme" means the Affiliates successful registration with TravelTank in order to enable it: register on the Website and/or Applications and make bookings themselves; customize its tickets with its brand logo, email address, agency name and phone number; earn upfront discounts from TravelTank; and access all of TravelTank's services including but not limited to flights; hotels; transfers; visas; holiday packages and travel insurance.
12. "TravelTank's Services" means the services provided by TravelTank via the Website and or Applications including but not limited to flights; hotels; transfers; holiday packages and travel insurance.
13. "The Website" means TravelTank's website at www.traveltank.com.

2. Affilliate Registration

1. In order to access the Programme, the intending Affiliate must register on the Website and pass the verification process. Once passed, the Affiliate will attend an online Affiliate onboarding session and/or will be provided with requisite information and documentation in order to use the platform and to enable it make a deposit in its Affiliate Account and access the Programme.

3. Affilliates Obligations

1. Use of TravelTank Material: Affiliate shall not modify any of TravelTank's material or links unless prior written consent has been obtained from TravelTank; failure to comply with this rule will entitle TravelTank to take action including but not limited to rendering Affiliate links inoperative.
2. Access to Website or Applications: Affiliate shall access and use the Website and or Applications in a manner consistent with this Agreement.
3. Use of Affiliate Account: Affiliate shall use the Affiliate Account to access the Website and or Applications to input Customer Data solely for the purposes of making use of TravelTank's Services on behalf of Customers. Affiliate must safeguard its account information, including the Affiliate Agent ID, and must supervise and will be completely responsible for any use of the Affiliate Account by the Affiliate and any other person. Affiliate shall ensure that the Customer Data and any other information submitted to the Website is complete and accurate.
4. Customer Contracts: Prior to the completion of a Transaction, Affiliate shall: (i) make clear to the Customer that any fee charged by Affiliate for facilitating the Transaction ("Booking Fee") is charged by and payable to Affiliate and not TravelTank; (ii) communicate to Customer that the Customer should read and accepts the General Terms and Conditions, Privacy Policy and Cookie Policy of TravelTank ("the Terms") available on the Website; (iii) communicate fully and accurately to the Customer the description of the travel services to which the Transaction relates as made available on the Website; (iv) communicate fully and accurately to the Customer any limitations or restrictions relating to the relevant travel services including, without limitation, whether cancellations or changes are permitted and the consequences of same; (v) where an Affiliate is making bookings themselves, it shall ensure that its terms and conditions are in pari materia and or consistent with the Terms, thereby ensuring that the Customer invariably complies with the Terms. Affiliate undertakes not to make any verbal or written assurances to a Customer which are additional to or contradicts the Terms. Affiliate shall be solely responsible and liable in respect of any representations, or special request confirmed or made to the Customer without TravelTank 's prior written authorization and approval.
5. Customer Communication and Complaints: Affiliate shall within 24 hours of receipt: (i) provide to Customer, without modification or deletion, all information received from TravelTank relating to a Transaction (e.g., TravelTank's booking confirmation emails and other customer support communications); and (ii) provide to TravelTank without modification or deletion all communications relating to a Transaction (e.g., further booking requests and other customer service inquiries) or complaints (including any complaint to the Nigerian Civil Aviation Authority or any other regulatory agency) received from Customer. In particular, Affiliate shall inform Customers of any obligation to pay cancellation or amendment charges where that Customer requests the cancellation or amendment of the Transaction. Affiliate will be solely liable for any variation between the cancellation policies provided to Affiliate by TravelTank and those that are communicated by Affiliate to Customer. Affiliate shall notify TravelTank within three (3) days of Affiliate's receipt of any Customer formal complaint, claim or action regarding a Transaction. Affiliate acknowledges and agrees that TravelTank shall have the right to attempt to settle any such formal complaint, claim or action directly with the Customer. If TravelTank attempts such a settlement, Affiliate shall provide TravelTank with all information and assistance to help TravelTank to reach settlement and Affiliate shall refrain from taking any other action in respect of the relevant formal complaint, claim or action unless required to do so by law. If TravelTank is able to reach a settlement, Affiliate shall cooperate fully in finalizing such settlement including, without limitation, executing any documents which TravelTank deems necessary for such purpose. Affiliate acknowledges and agrees that TravelTank shall have no liability to Affiliate in respect of any formal complaint, claim or action regarding a Transaction where Affiliate does not act in accordance with this Clause.
6. Customer Incentives: Affiliate shall not be entitled to take advantage of incentives offered by TravelTank for the benefit of Customers ("Customer Incentives") for the Affiliate's own use and enjoyment. Customer Incentives include but shall not be limited to any promotional voucher or offer attached to particular bookings which may be made available from time to time in the booking path. Affiliates shall assist Customers to redeem Customer Incentives made available in relation to the relevant Transaction for use and enjoyment by the Customer as necessary.
7. Customer Care: Affiliate shall be responsible for first line Customer support in relation to Transactions and shall facilitate the provision to Customers of information available on the Website in relation to any particular Transaction. In addition, Affiliate shall facilitate the provision of customer care and support by TravelTank to the Customer in relation to booking amendments or cancellations or any other Customer support function which cannot be managed via the Website.
8. Fraud: Affiliate shall be solely responsible for, and shall indemnify TravelTank from and against any losses, costs, expenses (including legal fees) and other liabilities arising from or in connection with fraud or misuse of credit cards by means of which Transactions are completed, regardless of whether such credit cards belong to Affiliate or to the Customer, or to any other person. Affiliate must cooperate fully and provide TravelTank with all reasonable assistance as requested by TravelTank, in connection with any investigation by TravelTank into suspected Transaction fraud.
9. Affiliates Sites: The Affiliate will retain complete control over their sites and must ensure that they continue to be appropriate to this Agreement as well as TravelTank's General Terms and Conditions. TravelTank will remain completely separate from Affiliates sites and as such TravelTank will not be included in any claims, damages and expenses relating to the development, operation/maintenance and contents Affiliates sites. Affiliate should continually be aware that their conduct has the potential to affect TravelTank's image and should therefore conduct their activity in a way that does not damage or have a negative impact on TravelTank.
10. Non-Circumvention: Affiliate hereby irrevocably agrees not to circumvent, avoid, bypass or obviate TravelTank directly or indirectly in respect of this Agreement.
11. General: The Affiliate shall ensure that all information provided to TravelTank are accurate and complete. Affiliate shall also comply with all data protection laws.

4. Fees/Payments

1. Variation of Fee rates: Affiliate acknowledges and agrees that TravelTank may, from time to time in its sole discretion and without requiring the further consent of Affiliate, vary the Fees communicated to the Affiliate. If TravelTank makes such a variation it shall notify Affiliate of its decision in writing (which notification may be by email or by a notice displayed on the Website). If TravelTank makes such a notification, the new rates of Fees shall apply from the first day of the next calendar month following the month in which any such notification is made by TravelTank.
2. Invalid Transactions: TravelTank shall be entitled to immediate annulment of Invalid Transactions. An Invalid Transaction shall be a Transaction which in whole or in part: (i) is cancelled; (ii) is, in TravelTank's reasonable opinion, fraudulent; (iii) results in a chargeback for any reason (including, without limitation, fraud, duplicated or other errors in payment processing or a credit not processed); (iv) relates to any conduct of Affiliate which breaches this Agreement; or (v) results in payments into a wrong bank account or other account.
3. Limitation of Liability/Risks: TravelTank shall not be liable howsoever the same may arise or be responsible for either the Affiliate or its Clients or Customers actions, inactions or negligence which leads to a Customer or Affiliates Clients paying into a wrong bank account or other account. In similar circumstances, TravelTank shall not be liable howsoever the same may arise or be responsible for payments made to the wrong bank account or other account as a result of the Affiliates failure or neglect in inputting accurate data/details. Such instances shall at all material times constitute Invalid Transactions and the Affiliate shall bear all risks/liabilities in such instances.
4. Taxation Liability Notwithstanding any other provision to the contrary herein, Affiliate shall be responsible for any and all taxes, duties and impositions imposed on Affiliate resulting from this Agreement, including interest and penalties thereon and additions thereto.

5. Representations, Waranties, indemnities & Limitations

1. Representations & Warranties: The Affiliate represents and warrants that: It has full authority and power to enter into this agreement and has taken all necessary actions to authorize its entry and performance of this Agreement; this Agreement constitutes a legal, valid and binding obligation on it and is enforceable in accordance with its terms by appropriate legal remedy; the execution and performance of this Agreement will not breach or constitute a default under its articles of association (where the Affiliate is a company), or any agreement, instrument, order, judgement or other restriction which binds it; its entry into this Agreement does not violate the provisions of any Applicable Laws including Nigerian Civil Aviation Authority laws; it has the capacity to perform its obligations under this Agreement; and to the extent that the Affiliate is a company, it is duly organized and validly existing under the laws of the place of its incorporation and has full corporate power and authority to enter into this Agreement and to carry out the provisions hereof.
2. The representations and warranties set out in this Agreement are continuous in nature and shall always be deemed to have been given by Affiliate upon acceptance of these terms and conditions and thereafter.
3. Indemnity: Affiliate shall, at its expense and TravelTank's request, defend any third party claim or action brought against TravelTank and all of its respective directors, officers, employees, licensees, agents and independent contractors: (i) arising out of or related to Affiliate's use of the Affiliate Account; (ii) arising out of or related to the information submitted by Affiliate to TravelTank; (iii) arising out of or related to any handling by Affiliate of data, records and information of any Customer or related to the performance of this Agreement; (iv) arising, directly or indirectly, from or in connection with the fraudulent use of credit cards; (v) arising from any claim that, if true, would constitute a breach of Affiliate's warranties, representations or covenants set forth in this Agreement; and Affiliate shall indemnify and hold TravelTank harmless from and against any costs, damages and fees reasonably incurred by TravelTank including but not limited to fees of legal advisers and other professionals that are attributable to such Affiliate Claims.
4. Limitation of Liability: In no event shall TravelTank or its directors/shareholders be liable for any special, indirect, incidental, consequential, aggravated or exemplary damages of any nature arising out of or related to this Agreement. The foregoing shall apply regardless of the negligence or other fault of TravelTank and regardless of whether such liability sounds in contract, negligence, tort, strict liability or any other theory of liability. Under no circumstances shall TravelTank be liable to Affiliate or any third party for: (i) any damage resulting from an error or interruptions of the provision of the Website or Applications, or as a result of Affiliates negligence or failure/refusal to perform its obligations; or (ii) an amount greater than the aggregate amounts paid by or ought to have been paid by TravelTank to the claimant for the Service.
5. Limitation of Warranty: Except as expressly warranted herein, to the fullest extent permitted by law TravelTank does not make any, and Affiliate acknowledges that TravelTank has not made any, and hereby specifically disclaims any representations or warranties, conditions or other terms express or implied, whether implied by statute, common law, custom, collaterally or otherwise regarding the Website, if any, including, but not limited to any implied warranty of satisfactory quality, merchantability or fitness for a particular purpose. TravelTank shall not be held responsible for any loss of business suffered through the performance of the Website. TravelTank will have no liability to the Affiliate or any of its customers for (a) any failure of the Website that results in the failure or inability to process a transaction, or (b) the quality of the services provided to Customers.

6. Intellectual Property

1. TravelTank shall own all Intellectual Property rights in connection with and in (i) all versions of the Website and (ii) TravelTank Marks. Affiliate acknowledges that the Website, TravelTank content and TravelTank Marks are owned by TravelTank and their use by Affiliate in connection with this Agreement inures to the benefit of TravelTank and nothing herein will grant any ownership interest in the elements of the Website, TravelTank content and TravelTank Marks or Intellectual Property to Affiliate.
2. Subject to the terms and conditions of this Agreement, TravelTank hereby grants to Affiliate a limited, non-exclusive, revocable license to use its Intellectual Property for the purpose of this Agreement and display in-store the TravelTank Promotional Materials which may be provided by TravelTank to Affiliate from time to time and to reproduce the Booking Form and booking confirmation emails sent by TravelTank to Affiliate for use in connection with Customers who have effected a Transaction through the Website.
3. The Website and the technology and infrastructure used to provide content to it of them are proprietary to TravelTank. Accordingly, notwithstanding anything herein to the contrary, without the express, written permission of TravelTank, which may be denied or granted in its sole discretion, Affiliate will not, directly or indirectly: (a) access, search, scrape, crawl or monitor the Website or copy, extract, use, modify, or repurpose any content or information thereon (including, without limitation, price or availability information for any travel product or service), for any purpose or by any means (e.g., robot, spider, scraper or any other automated or manual means); or (b) deep-link to any portion of the Website. In addition, Affiliate will not, directly or indirectly: (i) violate the restrictions in any robot exclusion headers on the Website or bypass, circumvent, or avoid any measure employed to prevent or limit access to the Website, including the content and information thereon; or (ii) take any action that, in TravelTank's sole discretion, imposes or might impose an unreasonable or disproportionately large load on the technology or infrastructure of the Website.
4. Except for the limited license granted in Clause 6.2 above, Affiliate is prohibited from using or displaying (directly or indirectly), and agrees not to use, display, or reference (directly or indirectly), any Intellectual Property in any manner whatsoever (including, without limitation, in any meta-tags, search engine advertising, marketing or optimization, any other online or offline marketing or advertising, press releases, etc.) without the express, written permission of TravelTank which may be denied in the sole discretion of TravelTank. All rights not expressly granted are reserved by TravelTank. Affiliate acknowledges and agrees that any breach of this Clause will result in irreparable harm to TravelTank, as well as damages that are difficult or impossible to calculate. Affiliate agrees that compliance with this Clause may be specifically enforced in any court of competent jurisdiction, without prejudice and in addition to TravelTank's right to seek damages or other remedies for any such breach.

7. Confidentiality

1. In performing their obligations under this Agreement, TravelTank and Affiliate will each disclose to the other Confidential and proprietary Information. The parties agree that the recipient of any such Confidential or proprietary Information of the other party will use such Confidential Information solely for the purposes for which it is provided by the other party, will not disclose such Confidential Information to any third party, and will protect such Confidential Information from unauthorized use and disclosure; provided, that the foregoing obligations will not apply to any (i) information that becomes generally publicly available through no fault of the recipient, (ii) information that the recipient obtains from a third party (other than in connection with this Agreement); (iii) information that is independently developed or acquired by the recipient; (iv) disclosure with the prior written consent of the disclosing party; or (v) disclosures which are required by applicable law. Notwithstanding the foregoing, the recipient may disclose such Confidential Information if required by any judicial or governmental request, requirement or lawful order.

8. General

1. Force Majeure: If the performance of this Agreement or any obligation hereunder is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance, except for the making of payments hereunder, to the extent of such prevention, restriction or interference.
2. Notices: All notices and requests in connection with this Agreement may be sent by electronic mail or by displaying same on the Website. Correctly addressed notices sent by electronic mail shall be deemed to have been received instantaneously on transmission. Notices and requests shall be addressed to Affiliate as per the electronic mail address details submitted when applying for access to the Programme and to TravelTank at its relevant emails.
3. Assignment: Affiliate shall not assign any rights and/or transfer, sub-contract or delegate any obligations under this Agreement and/or charge or deal in any other manner with this Agreement or any of TravelTank's respective rights or obligations. Any purported assignment, transfer, sub-contracting, delegation, charging or dealing in contravention of this clause shall be ineffective. This Agreement is personal to the Affiliate and are entered into by Affiliate for Affiliates benefit and not for the benefit of any third party.
4. Severability: In the event that any provision of this Agreement is found invalid or unenforceable pursuant to a judgement, the remainder of this Agreement shall remain valid and enforceable according to its terms. The parties intend that the provisions of this Agreement be enforced to the fullest extent permitted by applicable law. Accordingly, the parties agree that if any provisions are deemed not enforceable, they shall enter into good faith discussions on the modifications which might be necessary to make them enforceable.
5. Modifications: NNotwithstanding any stipulations contained in this Agreement, TravelTank may amend or change this Agreement at any time. TravelTank will provide to Affiliate such amended terms by e-mail or other means. Once informed, Affiliates shall be deemed to have received adequate notice and will become effective within thirty (30) days after notification has been given.
6. Relationship of the Parties: Each party is an independent contractor, and nothing contained in this Agreement shall be construed to create or imply an affiliation, joint venture, mandate, partnership, principal-agent or employment relationship between the parties. No party shall take any action or permit any action to be taken on its behalf which purports to be done in the name of or on behalf of the other and neither shall have any power or authority to bind the other or to assume or create any obligation or responsibility express or implied on the other's behalf or in its name, nor shall either represent to any one that it has such power or authority.
7. Waiver: In no event shall any delay, neglect or forbearance on the part of any party in enforcing (in whole or in part) any provision of this Agreement be or be deemed to be a waiver of any other provision or shall in any way prejudice the right of that party under this Agreement.
8. General Prohibitions: In no event shall Affiliate, its personnel, contractors or agents (i) place or attempt to place references to TravelTank or the Programme on or in: publications, offline or online advertisements; unsolicited communications, including faxes, e-mails, SMS or MMS; instant messages, or other form of electronic communication unless TravelTank has provided its proper written consent or (ii) cause or attempt to cause any Transactions to be made without the Customer's full knowledge and consent.
9. Lacuna: Where there is any lacuna in the terms of this Agreement, TravelTank's general Terms and Conditions, Privacy Policy and Cookie Policy which are all accessible on the Website shall apply.

9. Termination

1. TravelTank in its sole discretion and without cause may terminate this Agreement immediately upon written notice for any. Affiliate may terminate this Agreement on 30 days' written notice to TravelTank.
2. Upon termination or expiration of this Agreement for any reason: (i) Affiliate shall immediately cease using Affiliate Tracking Code and TravelTank's Promotional Materials and or Intellectual Property; and (ii) Affiliate Account shall be shut down immediately by TravelTank.

10. Governing Law and Dispute Resolution

1. This Agreement shall be construed and enforced in accordance with the laws of the Federal Republic of Nigeria.
2. Any difference, dispute or claim arising out of or in connection with this Agreement shall first be referred to conciliation privately amongst the Parties in order to seek an amicable settlement of the dispute in good faith.
3. If the Parties are unable to settle the dispute amicably and agree on terms of settlement within thirty (30) days of the notice of conciliation, the Parties are at liberty to take any action in Court as they may deem fit.

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