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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.- Objective

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 of a determined commission, conforming with section 4 of the present General Conditions.

Signing up to the Affiliation Programme shall imply the previous 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 the provision of an explanation regarding to the decision adopted.

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

2.1 CIVITATIS will have the following rights:
(i) CIVITATIS shall suspend or cancel the Affiliate’s account or retain the commissions obtained by the Affiliate if there is any sign that he/she has manipulated the commission system or any other evidence that makes him/her suspicious of a malicious or negligent conduct in the use or management of his/her account.

(ii) CIVITATIS can 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 that must be made, so that in a maximum of seven (7) natural days the changes are carried out, from the day the Affiliate receives the notification. If the Affiliate does not correct the mistakes, this will imply the removal of their status as an Affiliate.

(iii) CIVITATIS reserves the right to suspend or cancel the Affiliate’s account, or use of the CIVITATIS Tools if the Affiliate does not follow the instructions regarding the use of the Tools or 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) When the applicant becomes an Affiliate, CIVITATIS will approve the Affiliate account, and allow the Affiliate access 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 his/her transactions and make available the reports or summaries about these above-mentioned transactions.

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

3.1 The Affiliate will have the following rights:
(i) Use CIVITATIS’ brand, logotype and other promotional products in his/her Website/s, according to the terms of these General Conditions.

(ii) To be able to use the established Tools as outlined in section 1 of the present General Conditions.

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

(ii) The Affiliate must keep his/her login name and password to the Affiliate Programme Website secret. The Affiliate will be solely responsible for its use by third parties. The Affiliate must ask CIVITATIS for a change of login name and password if he/she suspects that they were stolen or used by a third party without their 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 his/her Webpage and must comply with all the applicable laws and regulations, including the privacy and data protection normative. In this sense, the Affiliate declares that all his/her 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 the protection of data, in accordance with section 10 of the present General Conditions.

(iv) The Affiliate will use the promotional material exclusively to send 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, he/she should use the material which can be found at all times in the Affiliate’s area.

(v) The Affiliate guarantees that the content in his/her Webpage/s belongs to him/her or that the owner of the Webpage/s has given the Affiliate permission to publish the content. 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, merely by way of illustration, 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 Artificial Traffic is generated or intended to be generated to the CIVITATIS Webpage, 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 the damages caused 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 his/her Website/s and the materials used therein.

(ix) The Affiliate is the only person permitted to open an Affiliate account in his/her own name and in their own interest. Moreover, it is not permitted to give the account to a third party, without express written authorisation by CIVITATIS.

(x) The Affiliate undertakes to promote CIVITATIS constantly to support and refer potential clients to the CIVITATIS Website. In this sense, the Affiliate must publish uninterruptedly and prominently the links provided by CIVITATIS in all his/her Website/s.

(xi) The Affiliate may not to purchase or register any keywords in any search 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 undertakes not to 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 with which to use the CIVITATIS Tools. The Affiliate therefore commits to using said Tools as stipulated in said documentation.

(xiv) The responsibilities and obligations regarding the use of Tools indicated in the previous point will be subject to that established in the protocols and procedures which CIVITATIS will provide 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 well as non-compliance with that which is established in the protocols and procedures.

(xvi) The Affiliate commits to keeping his/her website updated with 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.

Equally, the Affiliate commits to periodically update 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 Feed credentials with third parties.

(xviii) The Affiliate commits to conform with the UE regulations 2016/679 of the European Parliament and the judgement from the 27th of April 2016, relative to the protection of natural persons and the free circulation of this data, in accordance with the Directive 95/46/CE of the 5th of December, regarding Protection of Personal Data worldwide, and the Spanish Ley Orgánica 3/2018 of the 5th of December, of Protection of Personal Data, guaranteeing digital rights in Spain, exonerating CIVITATIS of responsibility regarding the use of their personal databases. Specifically, the Spanish Affiliate commits 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 based on the net income obtained by the referred customer that has been generated from the Affiliate’s Webpage 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 via the API provided by CIVITATIS and makes one or more direct purchases from the selection of products offered by CIVITATIS.

CIVITATIS shall calculate the commission based on the net income generated during the previous month and by applying the following percentages: (i) if CIVITATIS receives between 0 and €1,000 the Affiliate shall be entitled to a commission of 8%; (ii) if monthly sales are between €1,001 and €5,000 The Affiliate will be entitled to a commission of 9%; (iii) if monthly sales are more than €5,000 the commission of the Affiliate will be 10%.

Purchases during the 30 calendar days following the first access to the CIVITATIS Website generated by the Affiliate will be included in the total sum of the Commissions (using a 30-day cookie).

That is to say, CIVITATIS will insert the customers with cookies the first time that the Website is accessed, which means that if the client returns to the Website in the next 30 days to book one of CIVITATIS’ services, the commission of the purchase will be included in the monthly total of the Affiliate.

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

(i) The commissions will be paid the month following the activity itself taking place.

(ii) By accepting this Agreement, the Affiliate expressly consents to the “self-billing” system, implemented by CIVITATIS, by which CIVITATIS will create an invoice in the Affiliate’s name and identification number, as well as payment in accordance with said invoice, in line with the commission earned by the Affiliate. The VAT and applicable taxes (if there are any) will be added to the remuneration that is shown on the Affiliate Dashboard. If the Affiliate is the one who issues the commission invoice, CIVITATIS must be expressly notified, but by default the commission auto-invoice will be used.

(iii) The invoices generated via the auto-invoicing system will be generated on the 15th of each month, and the associated payments will take place automatically. Once the invoice is created, 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 the supporting documentation requested at the time in order to apply the type of retention corresponding to the Affiliate.

(vi) 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).

(vii) 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.

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

(ix) Payment will take place 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.

(x) The Affiliate will be responsible for the payment of all taxes, fees, insurances and similar payments as a result of the commission payment undertaken by CIVITATIS.

(xi) In the Affiliate Dashboard, the Affiliate will have access to all the information regarding the sales coming from referred clients, which products have been sold, or the commission payment date.
5.- Duration of the contract

This Agreement shall come into force as soon as the Affiliate receives an email accepting his/her application and will be valid for one (1) year tacitly extendable for equal periods, as long as neither party notifies in writing the termination of the Agreement thirty (30) calendar days before the end of the Agreement.

Without prejudice of the aforementioned, 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 of the parties, the Affiliate will lose the right to receive a commission for the customers generated; however, he/she shall be responsible for each and every one of the operations made until the termination of the contract. Moreover, the Affiliate will return all the marketing material, abstaining from that moment onwards of 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, he/she will return any type of confidential information that he/she had access to under this Agreement and will abstain indefinitely from publishing or disclosing it. Furthermore, the Affiliate will not be able to use the Tools nor any type of information provided by CIVITATIS, such as, by way of illustration and not limited to merely these aspects, 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 go by 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 shall inescapably, in an enunciative and non-limiting manner have the following effects: (i) automatic and definite cancellation of the Affiliate’s participation in the Affiliate Programme; (ii) payment, if this is the case, of all the commissions that are pending payment, however much the payment; (iii) the Affiliate shall lose the right to receive further commissions from the customers generated by him/her (iv) the Affiliate shall lose the right to use the licenses, trademarks and other marketing material acquired by participating in the Affiliate Programme. The Affiliate shall remove any type of promotional material of CIVITATIS from his/her Website/s. The Affiliate is required to return to CIVITATIS without delay any and all confidential information he/she gained up until this point thanks to these General Conditions and (v) stop using 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 have had access.
7.- Responsibility and exclusion of liability

The Affiliate shall fulfil the following responsibilities:

(i) The Affiliate shall guarantee that his/her 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 the Agreement 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 this Agreement are declared invalid or void, the rest of the Agreement and the agreed terms will remain unalterable. 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 Terms and Conditions fully or partially. The aforementioned changes shall be published in CIVITATIS’ Website and the Affiliate shall be notified personally by email, which he/she has previously 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, he/she accepts 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 Personal 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 fulfil the applicable normative related to the use of cookies in the content that he/she publishes on his/her 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 his/her 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 normatives. Obtaining the consent must be done by following the guidelines established by the Guide on the use of cookies by 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 this Agreement, 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 his/her place in this Agreement without the previous written approval by CIVITATIS. However, CIVITATIS may partially or totally cede the rights and obligations contained in this Agreement, 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 the Spanish legislation. Both parties submit expressly to the jurisdiction of the Courts and Tribunals in Madrid.