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Affiliate Programme General Conditions

Introductory provisions

Civitatis Tours S.L., (hereinafter, “CIVITATIS”) with domicile at Calle Coloreros 2, 28013, Madrid, and tax code B-86899440, is the owner of the website www.civitatis.com (hereinafter, “The Website”). CIVITATIS manages the booking and sale of activities, day trips, guided tours and other tourist activities in various parts of the world for users that are interested in contracting these services. Moreover, CIVITATIS offers a transfer service that allows users to get around the city in the destination where they are staying. 1.- Purpose

The purpose of these general conditions (hereafter “General Conditions”) is to regulate the conditions by virtue of which a natural or legal person (hereinafter referred to as the “Affiliate”) will promote, via links, banners, widgets or any other type of resources provided by CIVITATIS such as a feed or API (henceforth “Tools”); via the company’s Websites, booking services of tourist activities, excursion, guided tours and transfers promoted by CIVITATIS on their Website, in exchange for a certain commission as stipulated in section 4 of the present General Conditions.

Joining the Affiliation Programme implies prior acceptance of these General Conditions by completing the Affiliate application form via the Website. Following the completion of the application form, the Affiliate will receive an email from CIVITATIS accepting or declining the application, without having to justify the decision.

Joining the Affiliate Programme is free, without any retention costs. 2.- Rights and obligations of CIVITATIS

2.1 CIVITATIS shall have the following rights:
(i) CIVITATIS may suspend or cancel the Affiliate’s account, as well as withhold the commissions obtained, if the Affiliate’s account shows signs that they have manipulated the commission system or if there is any other evidence to raise suspicion of fraudulent or negligent conduct in the use or management of their account.

(ii) CIVITATIS may monitor the Affiliate’s Webpages to make sure that the HTML links are correct. If there is any error, CIVITATIS will notify the Affiliate of the changes to be made so that within seven (7) calendar days of notification by CIVITATIS the changes are made. Failure by the Affiliate to correct the changes will result in the suspension of the Affiliate's status.

(iii) CIVITATIS reserves the right to suspend or cancel the Affiliate’s account, as well as the use of the CIVITATIS Tools, if the Affiliate does not comply with the specific instructions regarding the use of the Tools or if the Affiliate uses said Tools with the aim of commercial and independent contact with the users and providers of CIVITATIS. Furthermore, CIVITATIS may suspend or cancel the Affiliate account should the Affiliate not comply with the reservation flow specified by CIVITATIS.

2.2 CIVITATIS will assume the following obligations:
(i)Once the Affiliate application has been approved, CIVITATIS must register the Affiliate account and will facilitate the access of the Affiliate to the affiliate platform.

(ii) CIVITATIS shall make all the promotional material available to the Affiliate, including the HTML and URL links that will allow the identification of the user and all the services that are bought on the CIVITATIS Website. CIVITATIS will also provide access to the relevant Tools so the Affiliate may make use of them.

(iii)Register the Affiliate in the CIVITATIS account and continually monitor their transactions, making available to them the reports or summaries of the operations that occur in this regard.

(iv)Pay the Affiliate the Commission according to the terms established in section 4 of these General Conditions. 3.- Rights and obligations of the Affiliate

3.1 The Affiliate shall have the following rights:
(i)To use CIVITATIS’ brand, logotype and other promotional products in their Website/s, according to the terms and limits of these General Conditions.

(ii)To make use of the Tools as outlined in section 1 of these General Conditions.

3.2 The Affiliate will assume the following obligations:
(i) The Affiliate declares that all information provided to CIVITATIS is true and correct and that, in the case of any change, the Affiliate shall notify CIVITATIS thereof without undue delay.

(ii) The Affiliate must properly guard their login name and password for access to the Affiliate Programme Website and will therefore be solely responsible for its use by third parties. The Affiliate must immediately request CIVITATIS to change their login name and password if they suspect that these have been stolen or used by a third party without consent. In this regard, CIVITATIS bears no liability for misuse of the Affiliate’s access data.

(iii) The Affiliate shall be solely responsible for the content of their Website and must comply with all applicable laws and regulations, including rules regarding privacy and data protection. In this respect, the Affiliate declares that their Website/s include all the legal texts required by the regulations in force, and that the content of these texts comply with all the legal provisions regarding data protection as stipulated in section 10 of the present General Conditions.

(iv) The Affiliate will use the promotional material solely and exclusively to direct its visitors and/or clients to the CIVITATIS Website. The Affiliate will also only use the designs and materials which can be found at any time in the Affiliates area (banners, images, logos) without modification of design, colour or size. Therefore, the Affiliate must use the material that is available in the affiliate area at all times.

(v) The Affiliate guarantees that the content on their Webpage/s belongs to them or that the owner has given the Affiliate permission to publish the content on their Website/s. The Affiliate also guarantees that the information and content does not infringe any third party rights, including intellectual property rights, and that the information and content of their Website/s are not, nor will be during the validity period of these General Conditions, offensive, prohibited, or questionable in any way. Some examples of this content are, but not limited to, is content that is pornographic and sexual, violent, racist, degrading, inciting of hate, or promoting illegal activity (such as the consumption of illegal drugs, purchase of weapons and sexual violence among others).

(vi) The Affiliate shall not generate in any way, or contribute to generate, Artificial Traffic to the CIVITATIS Website.

(vii) If the Affiliate acts in any way that might be considered fraudulent or illegal, or if they generate or attempt to generate Artificial Traffic to the CIVITATIS Website, or if the Affiliate does not comply with these General Conditions, CIVITATIS may, as well as removing their status as an Affiliate, claim compensation for damages that the Affiliate may have caused to CIVITATIS in accordance with the relevant legislation. Furthermore, in this case, CIVITATIS may cancel any pending commission payments owed to the Affiliate.

(viii) The Affiliate shall be solely responsible for the development, content and maintenance of their Website/s and the materials used therein.

(ix) The Affiliate may only open accounts in their own name and interest. Also, it is prohibited to transfer existing accounts to a third party, unless expressly authorised in writing by CIVITATIS.

(x) The Affiliate agrees to maintain a constant promotional activity in order to periodically refer new clients to CIVITATIS. In this sense, the Affiliate must publish uninterruptedly and prominently the links provided by CIVITATIS in all their Website/s.

(xi) The Affiliate may not buy, bid, or register keywords in any search engine or meta-search engine such as: Google Ads, Bing Ads, Yandex etc. The Affiliate may not search for terms or other identifying elements to use in any Internet search engine, portal or any other search or client reference service that are identical or similar to the trademarks registered by CIVITATIS.

(xii) The Affiliate may not use the brand or any other promotional material owned by CIVITATIS’ suppliers without written authorisation from said suppliers of CIVITATIS.

(xiii) The Affiliate will receive documentation relating to the protocol and procedure for the use of CIVITATIS Tools. The Affiliate commits to using said Tools as stipulated in the above mentioned documentation.

(xiv) The responsibilities and obligations regarding the use of the Tools indicated in the previous point will be subject to the protocols and procedures that CIVITATIS will make available to the Affiliate.

(xv) The use of the Tools to enter into a commercial relationship independent of CIVITATIS with CIVITATIS users and suppliers is prohibited, as is non-compliance with that which is established in the protocols and procedures.

(xvi) The Affiliate commits to keeping their website/s updated according to the information provided by CIVITATIS both in the protocols and procedures of the Tools and in the information published on the CIVITATIS Website regarding prices, offers, and promotions.

The Affiliate also commits to periodically updates of the feed (at least once (1) per month) and to display the information provided by CIVITATIS without modification. The Affiliate thus exonerates CIVITATIS from responsibility to third parties for noncompliance of the obligations contained in this section 3.2 of the General Conditions.

(xvii) The Affiliate commits to not share the credentials of the Tools with third parties.

(xviii) The Affiliate undertakes to comply with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) regarding Protection of Personal Data worldwide, and the Spanish Ley Orgánica 3/2018 of 5 December, on Protection of Personal Data and guarantee of digital rights in Spain, exonerating CIVITATIS from any responsibility regarding the use of their personal databases. Specifically, the Spanish Affiliate agrees to comply with the criteria of the Spanish Data Protection Agency regarding Cookies.
4.- Commission

4.1 Percentage and calculation
CIVITATIS will pay the Affiliate a commission for each sale generated by a client referred from the Affiliate's website to CIVITATIS. A referred customer is any person that visits the Affiliate’s Website/s, clicks on the link of the CIVITATIS website or makes a reservation through the API provided by CIVITATIS and makes one or more direct purchases of the products offered by CIVITATIS.

The Affiliate Programme has a flexible and adaptable commission structure based on the amount of monthly sales generated from the Affiliate's website.

The calculation of the commission percentage will be adjusted on a monthly basis on the 1st of each calendar month. This adjustment will be made automatically according to the sales generated by the clients referred from the Affiliate's website to CIVITATIS in the immediately preceding month.

The following Commission Thresholds will be applied according to the monthly sales generated:

(i)Invoicing of sales under 1000 Euros. Commission of 8% on sales generated.

(ii)Invoicing of sales greater than 1000 Euros and less than 5,000 Euros. Commission of 9% on sales generated.

(iii)Invoicing of sales greater than 5000 Euros. Commission of 10% on sales generated.

A commission of 1 Euro will be applied to all Commission Thresholds in the Affiliate’s favour per client who reserves and attends a Free Tour.

According to the results of sales invoicing in the immediately preceding calendar month, the Commission Threshold received by the Affiliate will be updated on the 1st of the following calendar month under the following conditions:

(i)If in the previous month the Affiliate exceeds the Sales Turnover Threshold, the Commission Threshold will be applied with immediate effect from the 1st of the current month and thereafter the next Commission Threshold.

These commission conditions will apply to all sales generated from the 1st of the current month.

(ii) If the Affiliate's Sales Threshold falls in the previous month, the decrease in the Commission Threshold will not be applied until after three calendar months.

In the event that the Affiliate recovers or exceeds the Sales Turnover, the Threshold for Commissions received until then will be maintained.

If after three calendar months, the Affiliate does not recover the Sales Invoice corresponding to the Threshold of Commissions received, the decrease in the Threshold of Commissions received will be effective in the following calendar month.

Sales made to a referred client during the thirty (30) calendar days following the referred client's access to the CIVITATIS Website (by means of a 30 day cookie) will be recognised in the Affiliate's favour.

That is, CIVITATIS will insert a cookie on the referred client when they first accesses the Website, so if the client returns to the web site within 30 calendar days to book the services of CIVITATIS, the commission will be credited to the Affiliate.

4.2 Payment and invoicing
The payment of commission and invoicing will be subject to the following conditions:

(i) The commissions shall be paid the month following the provision of the service to the referred customer.

(ii) By accepting these General Conditions, the Affiliate expressly consents to the “auto-invoicing” system, implemented by CIVITATIS, by which CIVITATIS will create an invoice on the Affiliate’s behalf and pay it according to this invoice, in accordance with the commissions obtained by the Affiliate. VAT and taxes (if applicable) will be added to the remuneration shown in the Affiliate Dashboard. If the Affiliate is the one who issues the commission invoice, CIVITATIS must be expressly notified, otherwise the Commission auto-invoice will be used by default.

(iii) The invoices generated via the auto-invoicing system will be generated on the 15th of each month and the associated payments will be made automatically. Once the invoice is issued, the Affiliate can find it in the “Invoicing” section of the Affiliate Dashboard.

(iv) The Affiliate will have a period of seven (7) calendar days to request any modifications to the invoice they deem necessary, and once this period passes the invoice will be understood to be correct. Should CIVITATIS need further information from the Affiliate to complete the auto-invoicing process, the Affiliate will find an alert in their Dashboard requiring an update to their details.

(v) The Affiliate assumes all responsibility, and expressly exonerates CIVITATIS from responsibility should the details provided by the Affiliate be inexact or incorrect. Thus, the Affiliate commits to provide reliable information regarding their fiscal obligations (VAT, Income Tax, etc) as well as supporting documentation that may be requested at the time in order to apply the corresponding withholding rate to the Affiliate.

(vi) Therefore, in accordance with the above, the Affiliate authorises CIVITATIS to issue the corresponding invoices in relation to the transactions generated by the Affiliate.

(vii) Any amount less than fifty euros (€50) to be paid by bank transfer will only be paid when the total amount exceeds fifty euros (€50). For all other commission amounts less than fifty euros (€50) the commission will be transferred to the following month, and will only be paid when the accumulated amount is more than fifty euros (€50).

(viii) The Affiliate will be responsible for the fees resulting from the bank transfer, with a minimum of two euros (€2) per transfer, as well as the responsibility for damages caused to CIVITATIS as a consequence of the provision of incorrect or insufficient bank details by the Affiliate.

(ix) If a client cancels a reservation, requests a refund of payment, or fraud of any kind is detected, the corresponding commission will be deducted from the next payment.

(x) Payment will be made in Euros. For payments in other currencies, the exchange rate will be calculated according to www.bde.es on the last day of the month to which the payments correspond.

(xi) The Affiliate will be responsible for the payment of all taxes, fees, insurance and similar expenses arising from payments made on its behalf by CIVITATIS.

(xii) In the Affiliate Dashboard, the Affiliate will have access to all the information regarding the sales that have been made to referred clients, which products have been sold, and the commission payment date.
5.- Duration of the contractual relationship

These General Conditions will come into effect as soon as the Affiliate receives notification of approval of their application for membership and will last for one (1) year, which may be tacitly extended for equal periods, provided that neither party gives written notice of their intention to terminate the contractual relationship thirty (30) calendar days prior to the end of the contractual period.

Notwithstanding the above, CIVITATIS reserves the right to terminate the contractual Agreement with the Affiliate at any time and without prior consent by the Affiliate, if the Affiliate breaches any of the obligations set forth herein.

In the event of termination of the contractual relationship by either party, the Affiliate will lose the right to receive a commission for the referred clients; however, the Affiliate will be responsible for any and all of the operations carried out up to the date of termination of the contract. Moreover, the Affiliate will be obliged to return all the marketing material, abstaining from that moment onwards from using the trademarks or any other intellectual property rights that the Affiliate has been able to use up to that point, as outlined in the present General Conditions. Likewise, they will immediately return any confidential information to which they may have had access to under these General Conditions and will abstain indefinitely from publishing or disclosing it. Furthermore, the Affiliate may not make use of the Tools nor any type of information provided by CIVITATIS, such as but not limited to content, information, opinions of users, number of opinions, names of activities, images, indicative texts about included or not included services, voucher information, popularity, prices, commission or discounts available on the Website.
6.- Termination of the General Conditions

Participation of the Affiliate in the Affiliate Programme may be terminated under the following assumptions: (i) by mutual agreement; (ii) by CIVITATIS if more than six (6) months pass without the Affiliate referring a new customer; (iii) if CIVITATIS believes that the Affiliate’s Website/s includes inappropriate or inadequate content or that could violate any type of personal or material right under current legislation. Moreover, content that might be aimed at children and/or minors, material that incorporates pornography other sexual acts of an illegal nature, promotes violence, racial, sexual or religious discrimination, xenophobia, discriminates or ridicules physical disabilities, sexual orientation or age and those that, in general, promote illegal activities or that violate third party rights, either individually or collectively such as (iv) through non-authorised use of the Tools or for the Affiliate’s non-compliance with any of the obligations contained in these General Conditions.

The termination of these General Conditions will inevitably lead to the following effects, without limitation: (i) automatic and definite cancellation of the Affiliate’s participation in the Affiliate Programme; (ii) credit, if applicable, of the commissions pending payment, regardless their amount; (iii) loss of the right to receive further commissions from clients referred up to that moment;(iv) obligation to eliminate from the Affiliate’s webpage/s any type of CIVITATIS’ marketing material, abstaining from that moment from the use of the brands or from any right to intellectual property that has been enjoyed until that moment by reason of the present General Conditions and (v) cessation of the use of the Tools as well as any information provided by CIVITATIS being used at that time (content, images, opinions etc). Furthermore, the Affiliate will immediately return any kind of confidential information to which they may have had access.
7.- Responsibility and exclusion of liability

The Affiliate shall fulfil the following responsibilities:

(i) The Affiliate shall guarantee that their Website/s complies with the current legislation and regulations and, specially, that it complies with rights related to the consumer, privacy and own image or the process of personal data.

(ii) The Affiliate shall be the only responsible for the development and maintenance of his/her Website/s and of its content.

(iii) The Affiliate will be responsible for showing updated information exactly as sent via the Tools. Should reservations be made with incorrect information, where the user may reclaim a refund of the value of this reservation, CIVITATIS may require the Affiliate to assume the cost of the refund to the User.

Except in cases of wilful misconduct or negligence, the total financial responsibility of CIVITATIS, both contractual, extra-contractual, and of any other type, shall be limited to the total amount paid by way of commissions by customers generated under the conditions laid down in this Agreement. The Affiliate undertakes to free and relieve CIVITATIS from any claim, penalty, damage, liability and/or expense related to any breach of the General Conditions and, in general, of the applicable legislation.
8.- Contractual obligation of the parties

None of the conditions in these General Conditions shall be construed or give rise to the establishment of an employment relationship, as employer and employee, between CIVITATIS and the Affiliate. 9.- Safeguarding and modification of the general conditions

If any of the sections of these General Conditions is declared invalid or null and void, the rest of the General Conditions will remain unaltered in the agreed terms. The void part of the contract will be considered not applicable and will be rewritten considering the stipulations that are closest to the initially pursued intention.

CIVITATIS reserves the right to change these General Conditions fully or partially. The aforementioned changes shall be published on the CIVITATIS Website and the Affiliate shall be notified personally by the email which they provided during the application to the Affiliate Programme. The changes may include, without limitation, changes in the commission percentage, the method of calculating and the rules for acquiring the entitlement to Commission. The Affiliate, once notified of the changes, may choose to unilaterally terminate the contractual relationship with CIVITATIS, understanding that, in case of not doing so, they accept the content and scope of the changes. Once the Agreement is terminated, CIVITATIS will pay the Affiliate any pending payment in accordance with the terms of the current General Conditions.
10.- Personal data protection and cookie policy

10.1 Data protection.
Both parties guarantee compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, regarding the protection of natural persons with regard to the processing of personal data and the free movement of this data, repealing Directive 95/46 / EC (General Data Protection Regulation) and Organic Law 3/2018, of December 5, on the Protection of Personal Data and guarantee of digital rights. Specifically, the Affiliate guarantees that their Website/s are correctly adapted to these regulations.

10.2 Cookies.
The Affiliate undertakes to comply with the applicable regulations regarding the use of cookies in the content that they publish on their Website/s. In this sense, the Affiliate shall be obliged to inform and obtain the consent of all the users relative to the analytical cookies and/or publicity found on their Website/s. The Affiliate shall exempt CIVITATIS from any sanction or claim derived from a breach of the Information Society Services and Electronic Commerce Act (LSSI), the General Data Protection Regulation or other complementary rules. Informed consent must be obtained in all cases following the guidelines set out in the Guide to the use of cookies of the Spanish Agency for Data Protection.
11.- Intellectual property rights

CIVITATIS is sole owner or has license to use the Intellectual Property Rights and other rights related to CIVITATIS’ services. Pursuant to this agreement, the Affiliate does not acquire any right or license except for the right to install and/or integrate links, banners, widgets or any other resources provided by CIVITATIS on the connected Websites.
12.- Confidentiality

All the information that the Parties exchange in any format or means shall be treated with absolute confidentiality by the Party that receives them. The Party shall not disseminate, deliver or assign them under any title or use them for any purpose other than those agreed in these General Conditions, except for the requirements that are issued by a judicial or administrative authority with the corresponding legal coverage. This commitment will remain unchanged after the end of the contractual relationship.
13.- Cession of rights and obligations

The Affiliate shall not cede their place in these General Conditions without prior written approval by CIVITATIS. However, CIVITATIS may partially or totally cede the rights and obligations contained in these General Conditions, by writing to the Affiliate.
14.- Communications

The parties stipulated in this Agreement will communicate via email or any other means with acknowledgement of receipt and the content of the communication.
15.– Applicable law and jurisdiction

This Agreement is governed by Spanish law. Both parties submit expressly to the jurisdiction of the Courts and Tribunals of the city of Madrid.