Affiliate Partner Agreement
A. Rentalcars operates a platform through which various car rental suppliers can make their car rental services available for reservation, and through which customers can make reservations with those car rental suppliers (“the Service”).
B. Rentalcars wishes that the Partner makes the Service available to Partner’s customers (“Purchasers”) via a range of integration solutions (“Solutions”) on the website of the Partner (“Website”) as outlined in Schedule One.
C. Rentalcars appoints the Partner to make available the Service on its Website as detailed in Schedule One.
1) Commencement and Duration: The Solution supplied under this agreement shall be provided by Rentalcars to the Partner from the agreed commencement date for a minimum period of 12 months.
2) Rentalcars Obligations: Rentalcars shall commit to providing the Solution in accordance with the details listed in Schedule One.
3) Partner Obligations:
3.1 The Partner shall:
a) co-operate with Rentalcars in all matters when it is reasonable to do so relating to the Solution; and
b) promote the Services on its Website in accordance with Schedule Two.
3.2 The Partner shall not use the services of any other supplier of car rental services during its partnership with the Rentalcars.
3.3 The Partner agrees that any promotion or marketing of the Service that the Partner may undertake or conduct shall comply with the following provisions:
The Partner agrees that any promotion or marketing of the Service that the Partner may undertake or conduct shall comply with the following provisions:
(1) directly or indirectly generate queries, or impressions of or clicks on advertising results through any automated, deceptive, fraudulent or other invalid means (including, but not limited to click spam, robots, macro programs, and internet agents), or
(2) encourage or require end users or other persons, either with or without their knowledge, to click on advertising results through offering incentives or other methods that are deceptive or fraudulent; or
(3) use, exploit or otherwise employ, directly or indirectly, any third party platforms, to seek to avoid or circumvent its covenants, obligations or restrictions under this Agreement or those restrictions or covenants of which the Partner could reasonably expect that any such actions fall under the scope of this Agreement.
3.4 The Partner agrees not to communicate with any car rental supplier regarding any bookings or customer service for bookings made through the system.
3.5 The Partner agrees that it will not take or omit to take any action that may affect Rentalcars’ relationship with any car rental supplier
4) Payments:The Commission payable by Rentalcars to the Partner, together with invoicing and payment terms, are set out in Schedule 3.
5) Intellectual Property Rights: Each party hereby grants permission to the other party to use its name and logo for the purposes of provision and promotion of the Services during the term of this agreement.
6.1 Either party may terminate this agreement without liability to the other immediately on giving notice to the other if:
a) the other party breaches any of the terms in this agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or
b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party; or
c) the other party ceases, or threatens to cease, to trade.
6.2 This agreement may be terminated immediately by Rentalcars or upon 1 month’s written notice at any time by the Partner.
6.3 Each party will keep confidential all technical or commercial know-how, including specifications, processes, initiatives and any confidential information concerning the business, services or products of the other party. For the avoidance of doubt, Rentalcars may share confidential information with its corporate group
6.4 This clause 6 shall survive termination of this agreement, however arising.
7.1 Rentalcars shall not be responsible for loss of profits, business, anticipated savings, goods, contract, use, data, information, including but not limited to any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
7.2 Rentalcars’ total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall be limited to the price paid for the particular aspect of the Services that is the subject of the claim provided always that any limitation of liability set out in this agreement shall not apply so as to restrict Rentalcars’ liability for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.
Warranties: Partner shall comply with all applicable laws, regulations (and any applicable local laws and regulations which may apply to that Party) and any requirements of any regulatory, governmental or quasi-governmental body or agency when fulfilling its obligations under this Agreement;
8) Force Majeure: Rentalcars shall have no liability to the Partner under this agreement if it is prevented from or delayed in performing its obligations under this agreement by acts, events, omissions or accidents beyond its reasonable control.
9) Data Protection: Each Party warrants that it will duly observe all its obligations under the Data Protection Act 2018 (as may be amended, extended or re-enacted from time to time), the General Data Protection Regulation 2016/679 (as may be amended, extended or re-enacted from time to time), and any similar applicable legislation in relation to privacy, data protection, e-Privacy and/or marketing that applies in the jurisdiction where such party is incorporated and/or the country in which that party has its head office ("Applicable Data Protection Law"). The Parties agree and acknowledge that for the purposes of Applicable Data Protection Law, and this Agreement they will be independent data controllers of any and all personal data processed under this Agreement. Where Purchaser Data relating to a Purchaser that is a citizen or resident of the EU is transferred, either directly or via onward transfer, to a Party outside of the European Economic Area and/or to any country that is not recognised by the European Commission as providing an adequate level of protection, it shall be transferred and processed in accordance with the provisions the Standard Contractual Clauses for the transfer of personal data from the Community to third countries (controller to controller transfers) pursuant to European Commission Decision C(2004)5721 attached hereto as Schedule 4.
10) Ethical Business Practices: The Partner confirms that throughout the term of this agreement it shall
(i) operate its business in accordance with the terms set out in the Modern Slavery Act 2015 and such other applicable laws relating to anti-slavery and human trafficking applying in the countries in which the Partner operates and comply with all applicable laws, statutes and regulations relating to anti-bribery, anti-tax evasion / facilitation of tax evasion and anti-corruption, including, but not limited to the U.S. Foreign Corrupt Practices Act, the Bribery Act 2010 and the Criminal Finances Act 2017 (Requirements);
(ii) put in place and maintain its own policies and procedures to ensure its compliance with the Requirements and will enforce them where appropriate; and (iii) ensure that its contracts with its sub-contractors and suppliers contain provisions that are no less protective than those set out in this Clause 10. The Partner shall complete and submit any screening or re-screening questionnaire/documents sent by Rentalcars from time to time throughout the Term of this Agreement within the time period specified by Rentalcars.
Rentalcars will not be able to make any payments to the Partner until all checks have been submitted and confirmed.
11) Severance: If any clause (or part of a clause) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
12) Variation: Rentalcars reserves the right to update or amend these terms from time to time, and any update or amendment shall take effect 14 days after they are communicated to the Partner. Such communications may be made by e mail). If no objection is made by the Partner within 14 days, the updated terms will be deemed accepted.
13) No Partnership or Agency: Nothing in the agreement is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.
14) Governing Law and Jurisdiction: This agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of England and subject to the exclusive jurisdiction of the English courts.
1. Provision of a car rental booking engine.
1. Provision of car rental advertisement banners
3. Provision of confirmation widgets and banners
4. Provision of a XML feed (further documentation will be needed for this. Rentalcars will contact the Partner in this event).
5. Any other agreed method
1. Via a car rental tab
2. In the car rental page
3. In the confirmation page of flight, hotel, etc. through a car rental widget
4. In the confirmation email of flight, hotel, etc. through integrated banners
6. Any other agreed method
If the Partner is using Rentalcars’ XML feed:
The Partner agrees to comply with the following terms and conditions:
1. pass through the IP address of the person doing the search in their XML requests
2. offer Rentalcars’ Full Protection product as an optional extra during the car rental booking process at all times, when available
3. pass through the full customer details including but not limited to email address and contact telephone number.
Schedule One – Rentalcars Solutions:
To enable promotion of the Services (Schedule Two) Rentalcars will provide the following Solutions to the Partner, which shall be available on the Website and all other websites operated by the Partner:
Schedule Two - Promotion of the Services
Main Car Sections
The Partner will co-operate in the maintenance and correct functioning of any car hire sections across the Partner portfolio during the whole duration of the contract. Any substantial changes to the current layout or way the customers have access to the car hire section will have to be agreed in advance with Rentalcars.
Promotion across the sites
In order to ensure the highest levels of conversion in the sites, the Partner will promote the Services on the Website and all other websites operated by the Partner as follows:
Schedule Three - Payments
For the purpose of the clauses in this Agreement, the definitions have the following meaning;
Taxes means any national, governmental, provincial, state, municipal or local taxes, levies, imports, duties, (sur)charges, (fixed) fees and withholdings of any nature imposed by any governmental, fiscal or other authority, such as, but not limited to, VAT, car taxes and airport taxes.
VAT means value added tax and any similar tax in any jurisdiction such as sales tax and goods and services tax (where applicable);
Rentalcars undertakes to pay to the Partner a 40% commission on the gross car profit share on all completed car bookings made by the Purchaser, net of any cancelled bookings (together “Commission”). A no show rate of 36% will be applied to payable local bookings (currently only applicable to US and Canada markets) net of any cancelled bookings
The Commission is only invoiced:
The Partner shall not issue invoices to Rentalcars unless this is expressly agreed. The Parties agree to apply the procedure of self-billing as laid down in UK VAT law.
The Partner accepts that the invoice for its services to Rentalcars is issued by Rentalcars in the name and on behalf of the Partner in accordance with the invoice requirements of the UK VAT rules.
Rentalcars shall send a monthly report of completed rentals and/or journeys and Rentalcars shall use reasonable endeavours to issue a self-billing invoice to Rentalcars on behalf and in name of the Partner based on that report. Rentalcars shall share the self-billing invoice in electronic format with the Partner.
If the Partner cannot accept the self-billing invoice as a legal VAT document, the Partner considers this self-billing invoice instead as a reliable document that confirms the amount (inclusive of any taxes) that the Partner may charge to Rentalcars.
The Partner shall at all-time remain responsible for the correctness of the invoice and the Partner is liable to report and pay any VAT amount due (if applicable).
The Partner agrees it is responsible to inform Rentalcars:
a. if self-billing is not allowed or technically not possible in accordance with the local regulations of the Partner;
b. any specific invoice requirements are applicable. The Partner agrees that Rentalcars may not be able to support all requirements but will endeavour to include relevant requirements and cannot be held accountable for any errors in the invoices;
c. if the Partner is liable to include VAT on the invoice (if applicable);
d. the VAT rate (if applicable);
e. if the Partner changes its VAT registration number or ceases to be VAT registered.
If the Partner does not inform Rentalcars of the Partner’s liability to report VAT, Rentalcars assumes that the Partner is not required to include any VAT on the self-billed invoice as raised by Rentalcars.
If the Partner does not accept the invoice, the Partner must timely inform Rentalcars of its objections. In that case, the invoice loses its effect as an invoice. The Partner itself must then issue a (new) invoice, unless Parties agree otherwise.
In the event that self-billing as referred to above is not possible, the Partner agrees to issue invoices and the following clauses apply
Rentalcars shall send a monthly report on completed bookings and the Partner shall issue an invoice based on that report.
The Partner is liable to report and pay any VAT amount charged (if applicable) and to ascertain that the Commission includes the relevant VAT amount.
Rentalcars shall pay the Partner’s invoice within 30 days from the date of receipt of the invoice. Where any element of the invoice is in dispute the undisputed element must be paid.