transferNTour Ltd.

PARTNERSHIP AGREEMENT

Effective date: July 25, 2019

This Partnership Agreement (“Agreement”) establishes the terms and conditions of the relationship between TransferNTour Ltd, a Limited Liability Company, registered with the Bulgarian Commercial Register under UIC 205699136, having its headquarters’ address in Bulgaria,12 Iliyantsi Boulevard, Serdika Region, 1220 Sofia, Bulgaria, hereinafter called (“TransferNTour”) and the Partner who used the secure Online Partner Registration Form to sign up for an account in the TransferNTour’s system (TransferNTour and the Partner will also be hereinafter referred to individually as “Party” and jointly as “Parties”).

In consideration of the mutual promises contained herein, the Parties agree as follows:

1. TransferNTourprovides online support and booking system for the travel industry relating to the services offered by Transfer/Tour/Cruise Service-related Providers (the Partners);
2. TransferNTour, in order to provide the support in the best possible way, has created a an exclusive informative and booking, user-friendly Application/Platform (TransferNTour) in native coding (ISO/ANDROID), that guarantees the best available prices, fast, safe and legitimate Transfer/Tour/Cruise Services, as well as other services offered and advertised in our advertisement banners.
3. Partner can only 3.be licensed, qualified/accredited professionals, totally compliant to national and/or international regulatory standards and regulations, which provide the following services: private transportation services (e.g. car rentals with chauffeur, shuttle rides) private, group or shared transfers by helicopters and air jets; private and organized, sightseeing tours and attractions (e.g. (theme) parks, museums, private tours, wine & food tasting tours etc.); weddings and seminars; long and short cruise and sailing services, and any other travel related product or service, offered on the Platform;
4. TransferNTour does not (re)sell, rent out, offer any (tour/transfer/cruise/) service or perform and finally deliver the service with its own transport vehicles and/or other means, such as cruise ships, limousines, buses, mini lux vans, helicopters or Lear-jets, etc.

Now, therefore, in consideration of the foregoing, it is hereby agreed as follows:

Definitions and interpretation

“User”- a visitor of the Platforms or a customer or guest of the Partner, who made his/her booking through the Platform. 

“User Service” – the customer service desk of TransferNTour which can be reached at support@transferntour.com; info@transferntour.com or such other address as set out in this Agreement.

“Platform” – the (mobile) website and application for mobile phones, tablets, or similar portable devices (“Devices”) created and administrated by TransferNTour Ltd. The Platform provides to the Users free information, as well as the possibility to make an online booking and to purchase a various range of services provided by the Partners with individually defined price, such as: shuttle transfers, private transfers with driver, private, group or shared transfers by helicopters and air-jets; private and organised sightseeing tours, wine & taste tours, long and short hold cruise and sailing services (hereinafter referred to as “the Services“);

“Extranet”online system of TransferNTour which can be accessed by the Partner (after identification of the username and the password), for uploading, changes, verifying, updates and/or amendments of the Partner Information (including rates, availability, terms and conditions, cancellation and no-show policy, etc.) and bookings.

“System”– the system that the Service Provider can access to use and utilize the services, functionalities, and administration of the Service Provider on the TransferNTour’s Platform (including rates, booking policies, etc.).

“Personal Data” – personal, identifiable information, including but not limited to the User’s name, address (including email address), credit card details and such other confidential and private information of a User.

“Data Controller” – a person or legal entity which alone or jointly with others determines the purposes and means of the processing of Personal Data, according to the European GDPR legislation and guidelines.

“Principal Marks” – Logo and Trademarks, App Icons, registered or applied for by TransferNTour.

“Prohibited Activities” – any activities by the Partner, which cause or may cause detriment to the TransferNTour’s brand, affect the operation of TransferNTour’s Services, affect the relationship between TransferNTour and its users and suppliers.

“Reporting Period” – the period starting on the 1st of the month and ending on the last day of the same month.

“SEO/ SEM/ PPC/ CPC” – Search Engine Optimization (SEO)/ Search Engine Marketing (SEM)/Pay Per Click(PPC)/Cost Per Click (CPC).

1. Scope of the Agreement

1.1. TTransferNTour grants a non-exclusive license to the Partner to use its Platform. TransferNTour’s Platform and its affiliate partners provide an online interaction through which the Partner in their professional conduct of business, can advertise, market, sell, promote and/or offer their products and service for order, purchase, reservation, hire, and through which users of the Platform are able to discover, search, compare, and make an order, reservation, purchase or payment of any of our services independently and in combination.

1.2. The Partner shall pay to the TransferNTour the relevant commission fees indicated in item 7 of the Agreement, for any booking or completed purchase of a Service made by any through the TransferNTour’s Platform connected to the Partner.

1.3. TransferNTour has a right to change the terms and conditions of this Agreement unilaterally.

2. Use of TransferNTour Online Services

2.1. The Partner agrees that the Service shall be made available by TransferNTour to the Partners set out in Registration Partner Form by user ID and password. The Partner agrees to comply and have individuals acting on its behalf comply with the terms of this Agreement.

2.2. TransferNTour may offer an extranet facility to the Partner(the “Extranet”). The Partner shall safeguard and keep the user ID and password confidential and secure and shall not disclose the user ID and password to any person other than those who need to have access to the Extranet to fulfill their job responsibilities. The Partner shall notify TransferNTour at info@transferntour.com within 24 hours of any actual or suspected breach of security or confidentiality involving the user ID and password used to access the Extranet.

2.3. The Partner agrees not to use the Messaging Service to send unsolicited electronic communications to User. The Partner will fully indemnify TransferNTour for any claims of third parties or fines resulting from unlawful or unauthorized use of the Messaging Service by Partner for its own purposes, or even for its business profit (such as arrange directly with Users booking for any of the services provided through the TransferNTour’s Platform).

3. Partner information

3.1. Information provided by the Partner for inclusion on the TransferNTour’s Platform shall include information relating to the Partner service (tour, transfer, cruise, etc.) including pictures, photos and descriptions, details of the rates (including all applicable taxes, levies, surcharges and fees) and availability, (pre)payment, cancellation and no-show policies and other terms and restrictions (the “Partner Information”) and shall comply with formats and standards provided by TransferNTour. The Partner Information shall not contain any telephone numbers or email (including skype) address or social media website/app/platform (including Twitter, Facebook, etc.), with direct references to the Partner or its websites, apps, platform, tools or other devices. TransferNTour reserves the right to edit or exclude any information on becoming aware that it is incorrect or incomplete or in violation of the terms and conditions of this Agreement. The communication and correspondence between the Partner and the Users shall be done through TransferNTour’s Platform.

3.2. The Partner declares and undertakes that the Partner Information shall at all times be true, accurate and not misleading. The Partner is responsible for a correct and up-to-date statement of the Partner Information.

3.3. The prices of the services provided by the Partner must be shown to User inclusive of VAT, sales tax and all such other (national, governmental, state, municipal or local) taxes, fees or levies, the Partner shall adjust the rates through the Extranet.

3.4. The information provided by the Partner for the Platform shall remain the exclusive property of the Partner. All changes, updates and amendments of the Partner information shall be made by the Partner directly and on-line through the Extranet or such other ways as TransferNTour may reasonably indicate.

4. Bookings

4.1. When a User makes a booking on the TransferNTour’s Platform, the Partner shall receive a confirmation which shall include the date of arrival, the number of passengers/people, Pick up and Drop off location points, the User’s name, address and other personal data (collectively named “User Data”) and other specific request(s) made by the User. TransferNTour is not responsible for the correctness and completeness of the information and dates provided by User. The Partner shall regularly check and verify on the Extranet (the status of) the bookings made.

4.2. By making a booking through the Platform a direct contract (and therefore legal relationship) is concluded only between the Partner and the User.

4.3. The Partner is obliged to accept the User as its contracting party to deal with the online booking by the Partner Information contained on the Platform at the time of booking and its confirmation, including any additional information and/or wishes made known by the User regarding the service offered.

4.4. The Extranet shows details of all bookings made at the Partner through the Platform and the corresponding Commission.

5. Ranking 

5.1. The order in which the Partners are listed on the Platforms (the “Ranking”), is based on the criteria the User has set for the requested service. The first 10 listed offers are the services which are the best priced. 

5.2. The Partner has the possibility to influence its own ranking by changing the prices and availability for certain periods, and continuously improving the other factors. 

5.3. The Partner shall not make any claim against TransferNTour regarding the Ranking of the services.

6. Cancellation

6.1. The Partner shall provide the booked services and in case that the Partner is not able to meet its obligations under this Agreement for any reason whatsoever, the Partner shall promptly inform TransferNTour via User Service. The Partner shall use its best endeavors to procure alternative arrangements of equal or superior quality at the expense of the Partner.

6.2. The Partner is not allowed to cancel any online booking made by a User via TransferNTour’s Platform. In the event of suspected fraudulent activities (e.g. in respect of bookings, credit card fraud, money laundering or payment), TransferNTour reserves the right to cancel the relevant booking and withhold, suspend or cancel the transfer of any relevant funds to the Partner, or chargeback the relevant funds from the Partner and shall inform the Partner accordingly.

6.3. Cancellations made by Users before the time and date beyond which a cancellation fee applies will not attract Commission. Cancellations made by Users after the time and date beyond which a cancellation fee applies will attract the Commission by the terms of this Agreement.

7. Commission

7.1. For each booking of a service provided by the Partner made by a User of the Platform, the Partner shall pay TransferNTour a commission (the “Commission”) calculated in accordance with Appendix 1. The payment shall be made in accordance with item 8 of this Agreement.

7.2. The Commission shall be calculated on the basis of the confirmed booking price, as provided by the Partner and confirmed by TransferNTour to the User excluding VAT charges (if they are applicable). TransferNTour charges a commission on the clear amount (excluding VAT) of the price of the product/service, and the Partner is responsible for determining the actual rate of VAT due for the relevant product/ service in accordance with its national legislation. If the VAT rate is not determined (or wrongly determined) or is not applicable, the Commission will be calculated on the full amount of the given price. 

7.3. Notification of any waiver of any booking or fee in the event of no-show or cancellation, or notification of any invalid payment method for any booking or canceled booking, must always be counted within 48 hours after midnight on the day following the scheduled date of check-out in Partner time zone.

On the receipt of the notification of waiver, TransferNTour will inform the User accordingly and the Partner shall immediately process the refund (if applicable).

In the absence of any notification by the Partner to TransferNTour (waiver, invalid credit card), TransferNTour shall charge commission accordingly.

8. Payment 

8.1. The Partner agrees and acknowledges that for each booking, the relevant total amount including all applicable taxes, fees, extras, and add-ons made or included during the reservation process shall be paid by the Users through the Platform in accordance with the applicable payment policy of the Partner for the relevant booking and disclosed on the Platform. Payment of the service price shall be processed from the User’s credit/debit card to the special Merchant account (“Cashfows Account’’) through online payment gateway (TnT JudoPay API).  

8.2. In order to transfer the relevant Net amount (after deducting and offsetting (if applicable) the due and outstanding Commissions, fees, costs and expenses and such other amounts due to the Principal), the Partner shall provide TransferNTour with the relevant bank details to which the relevant amount shall be paid. 

8.3. The Net amount shall be transferred from the Merchant account to the Partner via one of the following three payment methods:

1. Through Cashflows transfer money system – if the Partner has “Cashflows Account’’. In the case of money transfer between Cashflows accounts, the fees are minimal (only EUR ___ ) and the transfer takes place immediately. More information about Cashflows, the Partners can find at https://www.cashflows.com/partnerships#partners.
2. Through TransferWise Bench Payment system- in case that the Partner does not have “Cashflows Account’’;  
3. Through standard bank transfer – where TransferWise or JudoPay payment system is not operating or available, or when the service provider chooses that method as the primary method for transferring money. 

8.4. For cash payment by the User for a service, the Partner shall transfer the commission due to TransferNTour within 3(three) days of receiving the invoice under item 8.6. of this Agreement. The Commission shall be paid by the Partner in the relevant currency (and if applicable at the exchange rate) as specified in the invoice.

8.5. The Partner accepts and acknowledges that due to fluctuating currency exchange rates and costs/fees charged by banks, credit card companies and other intermediaries) for the collection, processing, and payment of the relevant funds, there may be differences between prices (as uploaded by the Partner in the Platform), the collected amount and the amount paid to the Partner. The Partner assumes the currency exchange risk and the costs and fees as charged by its banks for the receipt, payout, and conversion of the prices. The funds held in the Merchant account will not bear any interest.

8.6. TransferNTourshall prepare the invoices for the due Commissions either in a major currency (e.g. EUR/USD) or the relevant local currency of the Partner and subsequently convert the relevant final amount in the local currency or a major currency on the basis of the exchange rate of the last day of the relevant month for which the invoice is issued. The exchange rate used shall be the interbank rate as used or promulgated by major international financial banks or service companies. The invoices are processed on a monthly basis and shall be sent to the Partner online or by e-mail. 

8.7. All payments of Commissions under this Agreement shall be made in cleared funds, without any deduction or set-off and free and clear of and without deduction for or on account of any other taxes, levies, imports, duties, charges, fees and withholdings of any nature now or hereafter imposed by any governmental, fiscal or other authority. The Partner is responsible and liable for the payment and remittance of any taxes, levies, imports, duties, charges, fees and withholdings over and above the full (net) Commission payment due from the Partner to TransferNTour.

8.8. The Partner agrees and acknowledges that it is responsible for the collection, remittance, withholding and payment to the relevant tax authorities of the relevant taxes, (sur)charges, extras, and fees over the Service and remittance, withholding and payment (as applicable) of the taxes over the Commission, to the relevant tax authorities.

8.9. The Partner shall only issue an invoice to the User for the full amount of the booking, (including all applicable other taxes, surcharges, and fees). The Partner shall not invoice (or send an invoice to) TransferNTour for the booking. Nothing in this Agreement shall constitute or imply that TransferNTour acts or operates as a merchant or agent.

8.10. In the case of a dispute between TransferNTour and the Partner (e.g. on the amount of the Commission), any undisputed amount of the Commission will be paid in accordance with the terms of this Agreement, notwithstanding the status or nature of the dispute.

8.11. In the case of late payment, TransferNTour reserves the right to claim statutory interest, to suspend its service under the Agreement (e.g. by suspending the Partner from the Platforms), require a deposit, bank guarantee or other forms of financial security from the Partner.

9. Users reviews

9.1. Users, who have used the transfer, cruise and tour services through TransferNTour’s Platform will be asked by TransferNTour to comment on and evaluate some aspects of the service provided.

9.2. TransferNTour reserves the right to publish these comments and results on the Platform. The Partner agrees that the Principal is a distributor (without any verification obligation) and is not the publisher of these comments.

9.3. TransferNTour reserves the right to refuse, edit, or remove adverse reviews if such reviews involve obscene events or mention the name of a person.

9.4. TransferNTour shall not engage in any discussions, negotiations or correspondence with the Partner regarding the (content or effect of the publication or dissemination of) Users reviews.

9.5. TransferNTour shall not bear and disclaim any responsibility for the content and consequences of (posting or distributing) any comments or reviews, either or any of them.

10. Intellectual Property Rights

10.1. The Partner agrees not to use TransferNTour Marks (TransferNTour.com, TransferNTour of any form), their misspellings and transcriptions (including misspellings) in any other languages in any SEO/ SEM/ PPC/ CPC campaigns or activities. TransferNTour reserves a right to cancel the Partner’s account without payment of accrued amounts if the Partner engages in the abovementioned practices.

10.2. The Partner agrees not to use any of the TransferNTour’s suppliers’ Marks, and their misspellings in any SEO/ SEM/ PPC/ CPC campaigns or activities. TransferNTour reserves a right to immediately cancel the Partner’s account without payment of accrued amounts if the Partner engages in the abovementioned practices. Partner understands and agrees that it’s not possible to create an all-inclusive list of all suppliers of TransferNTour, hence it agrees with the merit of this section.

10.3. The Partner agrees not to engage (willingly or accidentally) into Prohibited Activities, including, but not limited to:

1. sending PPC traffic to the TransferNTour Services and web sites;
2. embedding TransferNTour’s web site into HMTL frames (visible or hidden) or use other approaches for the same intent;
3. sending unsolicited emails or social network notifications and messages  (SPAM) to promote any of TransferNTour Services;
4. opening TransferNTour Services and web site in pop-up/-under windows
5. parsing TransferNTour Services and web sites and/or creating automated  (not legitimate user-initiated) load on these services;
6. registering web sites with names similar to (including misspelling,  shortening, SMS/Messaging, having similar pronunciation) the  TransferNTour Marks in any TLDs and countries in any way manipulate cookies set by the TransferNTour’s System.

10.4. The Partner understands and agrees that this list is not exhaustive but provides a reasonable description of the merit of the prohibitions. Partner understands and agreed that its engagement into Prohibited Activities will cause the immediate suspension or termination of the account and a forfeiture of the accrued commissions.

10.5. Prohibited Activities established in paragraphs 10.3. apply not only to the services and sites/mobile applications of the TransferNTour but also to the services and websites/mobile applications of the advertisers of the TransferNTour. Advertisers are members of the affiliate network, offering to advertise their products and services by providing promotional materials (offers). The advertiser may be a legal entity/individual entrepreneur, giving the opportunity to advertise products/services through affiliate programs.

Partner’s violation of paragraph 10.3. is the reason for the TransferNTour to block the Partner’s account not only in the advertiser’s separate offer, but also to refuse to execute this offer unilaterally as a whole without paying the Partner’s remuneration and without notifying the Partner.

11. Prohibited content

11.1. The Partner agrees not to publish or promote on the TransferNTour’s Platform Prohibited Content consisting of sexually explicit materials, violent materials, libelous or defamatory materials, illegal materials, and activities.

11.2. If the Partner is found to use Prohibited Content, the TransferNTour reserves the right to immediately suspend or terminate the Partner’s account.

12. Indemnification and liability of the Parties

12.1. Each Party (the “Indemnifying Party”) shall be liable towards, and compensate, indemnify and hold the other Party harmless for and against any direct damages, losses, liabilities, obligations, costs, claims of any kind, interest, penalties, legal proceedings and expenses actually paid, suffered or incurred by the Indemnified Party pursuant to a breach of this Agreement by the Indemnifying Party, or any claim from any third party based on any (alleged) infringement of the third party’s Intellectual Property Right by the Indemnifying Party.

12.2. The Partner shall fully indemnify, compensate and hold TransferNTour harmless for and against any liabilities, costs, expenses, damages, losses, obligations, claims of any kind, interest, penalties and legal proceedings paid, suffered or incurred by the Principal in connection with all claims and complaints made by Users concerning the services provided through the Platform.

12.3. Complaints or claims with respect to the products or service offered, rendered or provided by the Partner or specific requests made by Users must be considered by the Partner, without mediation by or interference of TransferNTour. TransferNTour is not responsible for and disclaims any liability in respect of such claims by Users.

12.4. Within the limits permitted by law, TransferNTour is expressly relieved of any responsibility for any direct or indirect damage, of whichever kind, deriving from or connected with the services provided through the Platform, regardless of the legal nature of any compensation claim possibly lodged (be it contract-related, from unlawful actions or of any other nature), even in the event that TransferNTour has been warned of the possibility to incur such damage.

12.5. In any case of a third-party claim, Parties shall act in good faith and use their commercially reasonable efforts to consult, cooperate and assist each other in the defense and/or settlement of such claim.

13. Declarations and guarantees

13.1. The Partner declares and guarantees to TransferNTour that for the term of this Agreement the Partner is licensed, qualified/accredited professionals, totally compliant to national and/or international regulatory standards and regulations, able to operate and book a transfer, tour or cruise anywhere in local, national, and international range.

13.2. The Partner declares to accept that, within the confines of the applicable legislation, the Service is provided on a ‘’as I’’ basis and TransferNTour expressly excludes all guarantees or any obligations not explicitly mentioned in this agreement.

13.3. TransferNTour declares and guarantees that, in all commercial communications about the Service, only legitimately owned images and/or contents not damaging, in any capacity, any third-party rights, will be used. The Partner also declares and guarantees to have duly remunerated any possible holders of the above-mentioned rights for this specific commercial use.

13.4. Each Party declares and guarantees to the other Party that for the term of this Agreement:

1. It has the full corporate power and authority to enter into and perform its  obligations under this Agreement;
2. This Agreement constitutes legal valid and binding obligations of that Party  in accordance with its terms, and
3. Each Party shall comply with all applicable governmental laws, codes, regulations, ordinances and rules of the country, state or municipal under which law the relevant Party is incorporated with respect to the products (to be) offered and/or services (to be) rendered by such Party.

13.5. TransferNTour disclaims and excludes any and all liability in respect of the Partner which is related to any (temporary and/or partial) breakdown, outages, downtime, interruption or unavailability of the Platforms, the Service and/or the Extranet.TransferNTour provides and the Partner accepts the Platform and the Extranet on an “as is” and “as available” basis.

14. Confidentiality

14.1. Both Parties and their respective staff undertake not to disclose to third parties, any information, technical data, documents and news concerning the other Party, the personnel involved in the execution of the activities referred to in this Agreement may have gained knowledge of. Such information, data, documents, and news shall all be regarded as “Confidential Information”. Moreover, the Parties undertake to use the Confidential Information exclusively for the purposes contemplated by this Agreement.

14.2. Neither Party shall be held responsible for the disclosure or improper use of such Confidential Information, if:

1. such information is or has become public knowledge, not due to a violation of this Agreement;
2. the Receiving Party has obtained such information in a non-confidential way by a third party who was legally in possession of it and was legally authorized to disclose it;
3. the Receiving Party was already privy to such information;
4. the Receiving Party is forced to communicate or disclose such information in execution of a legitimate order by any competent authority, providing that, in such case, the Party receiving the order immediately gives notice thereof to the Party owning the aforesaid Confidential Information, so that this can request the application of specific measures or remedies to protect its interests;
5. the Receiving Party has obtained and disclosed such information subject to the written authorization of the Party circulating it in the first place.

14.3. Neither Party shall issue to the public any press releases or similar announcements regarding the execution or content of this Agreement without the express consent of the other Party. Such consent can’t be unreasonably withheld.

14.4. The duplication, reproduction or removal of any of Principal’s Confidential Information is strictly forbidden, except for any documentation necessary for fulfilling the activities referred to in this Agreement.

14.5. The above obligations shall remain valid for a period of 3 (three) years after the expiration of this Agreement.

15. Data privacy

15.1.Each Party shall take reasonable steps to protect personal data (i.e., information that relates to an identified or identifiable natural person) processed in the context of the Agreement against loss and unauthorized access, use, deletion and disclosure; and, as required by applicable laws, process personal data in a manner that ensures appropriate confidentiality and security of the personal data.

15.2. The Parties acknowledge that they are responsible for the handling and security of the personal data it holds and processes within the context of the Agreement. TransferNTour shall be a Data Controller (i.e. determines the purposes and means of the data processing) for any personal data it processes. The Partner shall become Data Controller upon receipt of the personal data by TransferNTour. Each Party shall be solely responsible for the processing of personal data by itself or on its behalf in accordance with applicable data protection laws. The Parties shall, if required by applicable laws, cooperate in good faith and aid in the event data subjects wish to exercise their rights of access, correction, erasure or portability or in case of requests from competent authorities to demonstrate compliance with obligations applicable to the Party.

15.3. The Partner shall process personal data received from TransferNTour as part of the Services under the Agreement only so far as necessary to perform the requested booking services, or as otherwise agreed to between the Parties in writing, in accordance with applicable law, including (if applicable) the EU General Data Protection Regulation (EU) 2016/679 and/or Directive 2002/58/EC (each as amended or replaced by subsequent legal acts) or if the partner has obtained explicit consent from the User to any other use of User’s personal data.

16. Anti-money laundering and anti-terrorist funding

16.1. Due to applicable anti-money laundering, anti-corruption, anti-terrorist financing, and anti-tax evasion laws and legislation, TransferNTour is restricted from making the Service available to and accepting payments from or making, processing or facilitating payments to a bank account (the “Bank Account”) that is not related to the jurisdiction where the Partner is located and insofar any of the following warranties is untrue. The Partner hereby represents and warrants that (not withstanding the jurisdiction of the Bank Account):

1. it holds and complies with all permits, licenses and other governmental licenses, permits, and authorizations necessary for conducting, carrying out and continuing its operations and business (including holding and using of the Bank Account);
2. it is the holder of the Bank Account;
3. the payment and transfer to/from the Bank Account is at arm’s length and in accordance with all applicable laws, legislation, codes, regulations, ordinances and rules and not in violation of any applicable anti-money laundering, anti-corruptionn, anti-terrorists financing or anti-tax evasion (tax) law, treaty, regulation, code or legislation, and
4. the Bank Account is not (directly or indirectly) used for money laundering, terrorist financing, tax evasion, tax avoidance or other illegal activities.

17. Validity of the Agreement

17.1. This Agreement shall take effect as of its signing date for an indefinite period of time and may be terminated at any time, with or without cause, by either party on no less than thirty (30) days written notice.

18. Obligations of the Parties upon the termination of the Agreement

18.1. Upon termination of this Agreement, the Principal shall immediately cease to provide the services offered by the Partner on its Platform and interrupt the access of the Partner to the System.

18.2. The termination of this Agreement shall not compromise, in any way, any rights or responsibilities that either Party may have already accrued at the Agreement’s expiration date unless such termination was for the cause of Partner’s violation of the Intellectual Property of TransferNTour or its suppliers as described in item 11.3 of the Agreement.

19. Law and jurisdiction

19.1. The Parties agree that this Agreement is entirely governed by the Bulgarian legislation, which shall discipline the execution and termination thereof.

19.2. Any disputes arising out of or in connection with this Agreement, including disputes arising out of or relating to its interpretation, invalidity, performance or termination, as well as disputes concerning the filling of gaps in the contract or its adaptation to newly emerging circumstances, shall be resolved by the Court of Arbitration at the Bulgarian Chamber of Commerce and Industry in accordance with its Rules of Procedure based on arbitration agreements.

20. Miscellaneous

20.1. All notices and communications between the parties must be in English, in writing or online, and sent by facsimile, email or nationally recognized overnight air courier to the address set out in this Agreement or through the Extranet Inbox as available to the Partner.

20.2. In the event that any of the clauses contained in this Agreement should prove void or voidable, in full or in part, due to it being inconsistent with the applicable law and/or a provision issued by the Judicial Authority, the unaffected portion of the clause as well as all the other clauses contained in the Agreement and the Agreement itself shall continue to be intended as fully valid and effective.

20.3. Neither Party shall have any liability or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances (force majeure events) beyond the control of the Party whose performance is being affected, including but not limited to natural disasters, governmental or regulatory actions or restrictions, sanctions, embargoes, hostilities of any kind, wars, civil wars, terrorist acts, riots, insurrections, nuclear incidents, essential utilities failure, etc. A force majeure event shall not prevent the Parties from exercising their right to terminate this Agreement in accordance with the relevant provisions set out herein.

20.4. The Agreement may be entered online or by way of executing a separate counterpart or by PDF or fax copy, each of which (copies) shall be deemed an original, valid and binding. The Agreement only enters into force and effect upon written confirmation of acceptance and approval of the Partner by the Principal. By registering and signing up to the TransferNTour.com partner program, the Partner agrees and accepts the terms and conditions of this Agreement. The Agreement does not need any chop or seal to make it valid, binding and enforceable.

20.5. This Agreement (including the Secure Partner Registration Form, schedules, annexes and appendixes, which form an integral part of this Agreement) constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, [(non) binding] offers, undertakings or statements regarding such subject matter.

20.6. The headings in this Agreement are for convenience only and shall not affect the construction or interpretation of this Agreement. Words denoting the singular shall include the plural and vice versa. Words denoting any gender shall include all genders. Words denoting persons shall include corporations and vice versa.

Appendix A: Commissions schedule

Partner agrees to pay TransferNTour the following percentage:

• 20% – for Partners generating turnover under 1000 EUR/USD (i.e. under 200 EUR/USD Commission earnings for TransferNTour) per calendar month, excluding pending or canceled bookings.
• 18% – for partners generating turnover from 1000 to 2000 EUR/USD (i.e. from 200 to 400EUR/USD Commission earnings for TransferNTour) per calendar month, excluding pending or canceled bookings.
• 15% – for partners generating turnover above 2000EUR/USD (i.e. above 400EUR/USD Commission earnings for TransferNTour) per calendar month, excluding pending or canceled bookings.

TransferNTour charges a commission on the clear value of the product/service before VAT is added or after its deduction. However, it is the Partner’s responsibility to correctly provide the information that will be verified by us. If a Partner’s VAT is not determined or it is incorrectly determined in accordance with national and/or local rates and standards, then TransferNTour will calculate the commission on the total price of the service/product until the Partner provides us with the correct information and update the relevant VAT amount accordingly to the standards. In case we have a different VAT rate in our database that contradicts the one determined by the Partner we will notify the Partner in writing to resolve the issue. 

Partners can lower their commission by:

• suggesting the App to other Tour/Transfer/Cruise Service Providers;
• reaching seasonal goals and incentives for increased production turnover.