General Terms and Conditions for Affiliates
Version 1.0 - May 12, 2020
1 Scope of application
Swiss Activities AG, Seestrasse 21, 8703 Erlenbahc ("Operator") operates the website and travel platform https://www.swissactivities.com ("Platform") and enables companies, authorities and other organizations (each an "Affiliate") to use the platform via their own domain or to refer to the platform (the "Affiliate Website "). Via the Affiliate Website, potential customers (each a "Customer") can view and book the services and activities (the "Services") offered on the Platform by providers of such services (the "Providers").
These General Terms and Conditions for Affiliates ("Terms") govern the relationship between the Operator and the Affiliate. The services for the Customer are provided on the basis of a separate contract between the Provider and the Customer (the "Customer Contract"). The Provider is solely responsible for all rights and obligations arising from the Customer Contract and the provision of the service.
2 Conditions for Provider and Customer
For the use of the Platform and the Affiliate Website (including with respect to booking, cancelation and payment of the Services), the Terms for Providers apply to the Providers and the Terms for Customers apply to the Customers (collectively the "Platform Terms").
Payment of the fees for Services (the "Service Fee") shall be made by the Customer through the Platform without any involvement of the Affiliate.
3 License to use the Platform and Hosting
The Operator and its licensors own and retain all rights to the Platform, including trademarks, logos and user-generated data and content. The Affiliate is granted a temporary license to use the Platform as a white-label solution on the Affiliate Website in accordance with these Terms, subject to the restrictions set forth in these Terms.
The Operator shall host the Affiliate Website on a domain to be designated by the Affiliate.
4 Commission & Fees
The Operator shall pay the Affiliate a commission (the "Commission ") as a percentage of the net service fees (i.e. the service fees less all applicable taxes and fees) paid to the Operator by customers as a result of bookings made via the Affiliate Website, plus any applicable value added taxes. The percentage is determined jointly by the Operator and the Affiliate. The Operator shall provide the Affiliate with an overview of the bookings and the commission owed at regular intervals and shall transfer the corresponding amount to a bank account to be specified by the Affiliate. The minimum amount for a transfer is always CHF 100.
Unless otherwise agreed, use of the platform and hosting of the affiliate website is free of charge for the affiliate. The Affiliate is responsible for paying the fees for the domain of the Affiliate Website. The Operator may charge the Affiliate fees for additional services in accordance with a separate agreement (e.g. special hosting SLA and web design). The Affiliate may not offset these fees against any commission owed or other claims.
5 Obligations of the Affiliate
The Affiliate undertakes to:
The Affiliate is expressly prohibited from doing any of the following:
6 Liability of the operator
The platform and hosting of the Affiliate Website is provided 'as is' and the Operator makes no warranty of any kind, whether as to the availability, frequency or volume of bookings via the Affiliate Website or the timeliness, accuracy and completeness of the information and content contained thereon.
To the extent permitted by law, the Operator shall not be liable for any loss or damage arising out of or in connection with the Platform.
The provision and purchase of the services is based on the customer contract between the provider and the customer and the operator rejects any liability for this.
7 Indemnification by the Affiliate
The Affiliate shall indemnify the Operator in full against all liabilities, costs, claims, causes of action, damages and expenses arising out of or in connection with any breach of any of the provisions of these Terms or the Customer Agreement.
8 Privacy Policy
The Operator and the Affiliate shall take reasonable organizational and technical measures to protect all Customer Information and shall process and use Customer Information only in accordance with applicable data protection laws.
9 Term and termination
These Terms apply for the entire duration during which the Affiliate hosts the Platform via the Affiliate Website.
The Operator may block or terminate the Affiliate's access to the Platform at any time at its own discretion, taking into account all current bookings and inquiries.
10 Changes
The Operator reserves the right to amend these Terms at any time by written notice to the Affiliate, which shall be deemed accepted by the Affiliate unless written notice of disagreement is delivered to the Operator within 30 days. In such a case, the Operator may, at its sole discretion, terminate the agreement with the Affiliate or continue on the basis of the previous terms.
11 Varia
Entire Agreement: These Terms constitute the entire agreement and supersede all prior agreements between the parties with respect to the subject matter hereof.
Notices: Notices under this article shall be given in writing to the last address notified or available. "In writing" also includes e-mail, unless expressly stated otherwise.
No assignment: Neither party may assign its rights, obligations or claims under these Terms.
Severability Clause: If any provision of these Terms is found to be illegal, invalid or otherwise unenforceable (in whole or in part), the other provisions shall remain in full force and effect mutatis mutandis.
Applicable Law & Jurisdiction: These Terms shall be governed by substantive Swiss law and subject to the exclusive jurisdiction of the courts of the City of Zurich.