Terms & Conditions - Hellotravel.com

THIS AGREEMENT is between Hello Travel (division of IndiaMart InterMesh Ltd) and the Affiliate .

WHEREAS "Affiliate" agrees to provide domestic and international travel enquiries to HelloTravel generated from web promotions on non-exclusive basis.
NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:

1.Transfer of Enquiries

• Affiliate hereby agrees with HelloTravel to provide enquiries generated from web promotions. "Affiliate" will provide at least the following compulsory customer data.

  a. Name	h.Tour Destination
  b. Valid Email Address	i.Date of arrival
  c. Duration of Tour	j.Budget
  d.Tour Description	k.Number of adults
  e.IP Address	l.Number of kids
  f.From/to Country	m.Visit Type
  g.From/to City

HelloTravel will verify and process the enquiries and may change / modify certain information for the display on the site. Further, HelloTravel will try to sell and share the revenue with "Affiliate" as per the underlying terms & conditions.

2. Enquiry Verification

• A enquiry generated from the "Affiliate" will be considered as fabricated and/or false enquiry if the phone and/or mobile number, email address, IP address is wrong and/or incorrect or travellers says he has already booked / cancelled / postponed or not interested in HelloTravel services. Every enquiry will go through a strict manual quality control process. The enquiries received by HelloTravel will be verified using email and voice verification and only verified enquiries will be posted in the system. HelloTravel will not be liable for any loss of enquiries. HelloTravel is not liable to pay the agreed amount to the Affiliate for the enquiry under the following conditions:
  • If the contact details ( i.e. email id and phone number ) of the traveler is invalid; and
  • If the traveler denies that he/she has not filled the enquiry form.

3.Reports and MIS

• HelloTravel will provide "Affiliate" with login and reporting console where they can see various reports and MIS related to their performance and can manage account settings provided by HelloTravel.

4. REPRESENTATIONS AND WARRANTIES

• Each Party represents and warrants to the other that it is in good standing and that it has full power and authority to enter into this Agreement and to take any action and execute any documents required by the terms hereof; and that this Agreement, entered into has been duly authorized by all necessary authorization proceedings, has been duly and validly executed and delivered, and is a legal, valid, and binding obligation, enforceable in accordance with the terms hereof; and that the Parties to this Agreement are duly empowered and authorized to execute this Agreement and to perform all its obligations in accordance with the terms here in.
  
  " Affiliate " represent that its site is and shall always be (i) in compliance with all applicable laws and rules & regulations from time to time; (ii) suitable in all respects to be linked to HelloTravel’s site and does not contain any virus, malicious programs or software’s.

5. CONSIDERATION

• "Affiliate" shall be entitled to receive a percentage of net realised revenue on the sale proceed realised by HelloTravel after the adjustments of all discounted deals and fake reversal. The aforesaid % of commission may change (increased or decreased) from time to time as determined by both parties with mutual consent.

6. PAYMENT TERMS

• When enquiries come from Affiliates, they are sold on our agents platform at a particular price set by the pricing engine . Affiliates receive a % of the sold price . Usually it is 40% . For further multiple sales up to 4 sales, Affiliates receive the same % for each sale of the enquiry. At the end of the billing cycle , this accumulated amount minus the reversal ( for fake enquiries which get sold ) give the Net Payable Amount which we pay to the Affiliates.
  
• For Affiliates based in India:
  HelloTravel shall pay the "Affiliate" on monthly basis. In the event that the total commission due for a month is less than Rs 500 (Monthly Minimum amount), "Affiliate" shall withhold such commission and release it along with the commission due with subsequent month. All payments shall be subject to deduction of tax at source as applicable.
  
• For Affiliates outside India:
  HelloTravel shall pay the "Affiliate" on monthly basis. In the event that the total commission due for a month is less than Rs 1000 (Monthly Minimum amount), "Affiliate" shall withhold such commission and release it along with the commission due with subsequent month. All payments shall be subject to deduction of tax at source as applicable.

7. AFFILIATE Obligations

• Affiliate shall not authorize or encourage any third party to: (1)directly or indirectly generate queries through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (2) edit, modify, filter, truncate or change the order of the information contained in any enquiry in any way without authorization from HelloTravel.
• Affiliate shall ensure that its site does not and will not contain any content or images which are in any way unlawful, defamatory, obscene, harassing or discriminative, infringing third party rights, ethically or otherwise objectionable. It shall further ensure that the site shall not carry any content that promotes violence, illegal activities, or unlawfully discrimination of any kind; (collectively Content Restrictions).
• Affiliate shall not make or extend any representation or warranty or commit service deliverables on behalf of HelloTravel without its written permission.
• Affiliate shall not copy any content from HelloTravel Website. It shall not contain any words, logo, images, icons, graphic design, layout, presentation, user interface, navigation scheme, colour scheme, style or any other such property or a combination thereof to make its website deceptively similar to HelloTravel site.
• Affiliate agrees that this agreement does not grant, in favour of the Affiliate, a right to use or display HelloTravel Icons, trademarks, logos, or branding (including, without limitation, any misspelling or substantially similar version thereof) of HelloTravel, in any manner whatsoever, without express written permission of HelloTravel.
• It agrees not to (directly or indirectly) (i) access, monitor or copy any content or information of HelloTravel using any robot, spider, scraper or other automated means or any manual process for any purpose without express written permission of HelloTravel; (ii) violate the restrictions in any robot exclusion headers on HelloTravel or bypass or circumvent other measures employed to prevent or limit access to HelloTravel.
• It will not use (directly or indirectly) any advertising method that creates or overlays links, banners, or other advertising creative on web sites, browser windows, or utilizes any other method to generate Internet traffic from web site of HelloTravel without the prior written consent of HelloTravel, which may be denied in the sole discretion of HelloTravel.
• Affiliate undertakes that it shall continue to meet these criteria at all times during the tenure of this contract. In case Affiliate violates any of the conditions above it shall be deemed to be in material breach of agreement.

8. HelloTravels Obligations

• HelloTravel shall provide Affiliate with the technology in the form of enquiry Form to provide the enquiry to HelloTravel and customer support and fulfilment services to Users of HelloTravel. HelloTravel shall also provide to the Affiliate, an online account through which the "Affiliate" could access the number of transactions completed and paid by Users of HelloTravel.

9. CONFIDENTIALITY

• For the purpose of this section Confidential Information shall mean and include any all information pertaining to a parties costs, margins, profitability, employees, plans, strategies, financial information, trade secrets, technology, codes, software, databases and such non public information that having regard to the circumstances of disclosure ought to be treated as confidential. The Parties agree to hold in strict confidence the terms of this Agreement and the other party’s confidential information. This Clause shall survive the Termination of the Agreement.

10. ASSIGNMENT

• This Agreement and the rights and benefits accruing to the Affiliate are personal and the Affiliate shall personally perform its duties and obligations hereunder and shall not sub-contract or assign the same or any part thereof to any other person whatsoever. HelloTravel may assign any and all of its rights, benefits, liabilities, duties and obligations to an associate after notifying the Affiliate in writing.

11. TERM AND TERMINATION

• This Agreement shall be effective from the date of execution and shall remain in force for an initial period of 3 years.
• This Agreement may be terminated at anytime by HelloTravel by giving 30 days prior written notice to the Affiliate.
• "Affiliate" may terminate this Agreement at any time, giving 1 month PRIOR notice in the following events:
(a)-There is a breach by the HelloTravel of any term or condition of this Agreement, which is incapable of remedy or which, if capable of remedy, is not remedied within 15 (Fifteen) days from the date of receipt by HelloTravel.
(b)-HelloTravel ceases to carry on business or the activities, which it presently carries on;
(c)- A liquidator, receiver, administrator or any encumbrance takes possession of or is appointed over the whole or a substantial part of the business or assets of HelloTravel;

12. INDEMNITY

• Each Party shall indemnify the other Party from and against all direct losses, costs, expenses and damages that may be suffered by such other party as a result of its breach of any of the obligations under this agreement. "Affiliate" hereby agrees and confirms that before forwarding the enquiry to HelloTravel they shall inform the customer through the mail that their enquiry and personal information shall be shared with the HelloTravel for the fulfilment of services. And HelloTravel will have full rights to use, display and share the information as and when required.

13. LIMITATION TO LIABILITY

• "Affiliate" shall be liable for any type of losses or damages under this agreement.

14. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

• In case of any disputes or differences relating to or arising out of this Agreement or as to any charges or claims under this Agreement or relating to the obligation of either Party or as to the interpretation of any provision of this Agreement, it shall be referred to the arbitration of sole Arbitrator appointed by HelloTravel. The arbitral proceedings shall be governed by the provisions of the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The venue of arbitration shall be New Delhi. This agreement shall be governed by the laws of the Republic of India. All disputes arising from or in connection with this agreement shall be submitted for adjudication to the Courts at New Delhi.

15. MISCELLENEOUS

• Nothing in this Agreement shall be construed to create a partnership, joint venture or employment between the Affiliate and HelloTravel.
• This Agreement contains the entire understanding between the Parties hereto and supersedes any and all prior agreements and understandings between the Parties with respect to the matters covered herein.
• Unless otherwise agreed in writing, any new services offered through the Program will be covered by the terms and conditions of this Agreement.
• No amendment or modification of this Agreement shall be effective unless made in writing and duly executed by both Parties hereto.
• To the extent that any provision of this Agreement contravenes any applicable law or regulation or is rendered incapable of performance, such provision shall be null and void. The remaining agreement shall continue to be applicable and enforceable with full force and effect.
• In the event this Agreement cannot be performed for any reason beyond the reasonable control of either party to this Agreement as a result of force majeure events or acts of God then such non-performance or failure to fulfil the obligations by such party shall not be deemed as a breach of this Agreement.
• Any waiver from the performance of a covenant or obligation of a party shall only be in writing and shall be specific to the event waived. A waiver shall not be construed as a waiver of any preceding or subsequent covenant.
• Force Majeure events shall mean any circumstances beyond the reasonable control of either of the parties; (a) war, acts of warfare, hostilities (whether war be declared or not) invasion, incursion by armed force, act of hostile army, nation or enemy; (b) riot, uprising against constituted authority, civil commotion, disorder, rebellion, organized armed resistance to the government, insurrection, revolt, military or usurped power, civil war; (c) acts which hinder the course of or stop, thwart, prevent, interrupt or breach the supply and/or provision of any material and/or power which is instrumental to the continuance of this Agreement; (d) flood, fire, arson, storm, lightning tempest, accident, or other Acts of God; (e) epidemic, explosion, disease, earthquake, hijacking, sabotage, crime; (f) cracking or fracturing of equipment plant or property, landslip; (g) nuclear radiation, and/or accident.
• Any written notices permitted or required under this agreement shall be addressed as follows:-
  
  HelloTravel Affiliates Team
  E-75, 2nd Floor, Sector-63, Noida-201301
  Uttar Pradesh, India.