Affiliate Program Terms and Conditions
1 DEFINITIONS AND INTERPRETATION
“Accepted Claim” means a claim submitted to AirHelp for which the customer has accepted AirHelp’s Terms and Conditions, and AirHelp has agreed to provide the Compensation Service;
“Paid Claim” means an Accepted Claim, where the Airline has paid such claim to AirHelp;
“Campaign” means a particular Link path that the Affiliate can choose. Seasonal Campaigns might have special commission rates, but the stable campaigns carry the same commission rate AirHelp agreed on with the Affiliate;
“Affiliate” means the legal person specified as the applicant for AirHelp Affiliate Program on a completed and submitted Registration Form and accepted the Agreement;
Affiliate Program” means the AirHelp’s affiliate program detailed in the Agreement;
“Affiliate Website” means the website or websites owned and operated by the Affiliate and specified by the Affiliate on the Registration Form;
“Affiliate Channel” means channels and/or any funnels, mediums used by the Affiliate for the communication with their audience. e.g, social media, newsletter or such;
“Agreement” means the collectiveness of the Affiliate Program Terms and Conditions, the Registration Form and the Acceptance Email, and any amendments to it from time to time;
“AirHelp IPR” means all AirHelp intellectual property rights, including, but not limited to, patents, patentable inventions, utility models, trademarks (whether registered or unregistered) and service marks, logos, brand names, trade names, slogans confusingly similar to the Trademarks rights in designs, Graphic designs, videos and any other audiovisual material, pictures, audio, trade or business names, domain names, copyrights (including rights in software), topography rights, source codes, contact and customer knowledge, process information, manuals, instructions, guidelines, information about legal court cases that is not public knowledge and other rights in software, rights in confidential knowhow and confidential information, and rights in databases (whether or not any of these are registered and including applications for registration of any such right) and all rights under licenses and consents in relation to any such right;
“Link” means a hyperlink in the format agreed by the Parties (whether in text or in an image or otherwise) from the Affiliate Website to the AirHelp Website enabling AirHelp to track visitors from the Affiliate Website to the AirHelp Website using its affiliate tracking system;
“AirHelp Website” means websites specified by AirHelp that the Link links to;
“Affiliate Tracking” means the process through which AirHelp is quantifying the visits, clicks and claims that the Link on an Affiliate Website is generating;
“Prohibited Materials” means content, works or other materials that constitute, or that AirHelp reasonably determines constitute:
material that breaches any applicable laws, regulations or legally binding codes;
material that infringes any third party intellectual property rights or other rights;
indecent, obscene, pornographic or lewd material;
material that is offensive or abusive, or is likely to cause annoyance, inconvenience or anxiety to another internet user;
computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or
spam or unsolicited bulk email or unsolicited commercial email or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods.
“Registration Form” means the AirHelp sign up funnel (https://www.airhelp.com/en/affiliate/) enabling users to apply to become Affiliates;
“Term” means the term of the Agreement;
“AirHelp Terms and Conditions” means terms and conditions provided and specified on AirHelp’s website (https://www.airhelp.com/en/terms/).
2 THE AFFILIATE PROGRAM
To begin the enrolment process, the Affiliate will need to submit a completed Registration Form. AirHelp may reject an application, if AirHelp determines in its absolute discretion that the applicant’s site is unsuitable for the Affiliate program for any reason, including, but not limited to, inclusion of content that is any way unlawful, in breach of property rights, harmful, threatening, defamatory, obscene or indecent, harassing, or discriminatory on the grounds of disability, race, sex, ethnicity, sexual orientation, age, or otherwise objectionable in other manner.
The Affiliate will be responsible for hosting, maintaining and operating its own websites and ensuring that the Link is placed on the Affiliate Website and Affiliate Channels in accordance with this agreement. Any time that a Link is on an Affiliate Website, it is governed by this Agreement.
The Affiliate will use all reasonable endeavors to ensure that the Link is displayed on the Affiliate Website and Channels throughout the Term.
Notwithstanding the foregoing, neither party warrants that AirHelp Website or Affiliate Website will be accessible on the Internet 24 hours a day. If a party’s website is down for more than seven (7) business days, such party will notify the other party and upon such notice, the other party may elect to terminate this agreement immediately.
Notwithstanding anything to the contrary expressed or implied by this agreement, each party will have the right, at any time, to exclude, remove or have removed from its website, servers or any other publicly displayed materials, any marks, links, Intellectual Property Rights (IPR), content, software, tools, or other items and materials provided under this agreement which such party, in its sole discretion, deems to constitute prohibited material or increase or seek to increase the number of Accepted Claims using any fraudulent or deceptive method. Nothing in this section will be construed as giving either party a right to edit or to control the appearance, content, advertising or any other feature of the other party’s website(s), links, marks and IPR.
The Affiliate must not take any action in connection with the Affiliate Program, which might reasonably be expected to lead to the possibility of damage to the reputation and goodwill of AirHelp and/or AirHelp Website.
AirHelp will process claims submitted by customers who follow the Link in accordance with applicable legal requirements and AirHelp’s terms and conditions. AirHelp reserves the right to reject transactions that do not comply with AirHelp’s policy or any other reasonable requirements that AirHelp may periodically establish. AirHelp will be responsible for all aspects of transactions processing and fulfillment. Among other things, AirHelp will prepare order forms, process payments, cancellations and handle customer service. AirHelp will track Accepted Claims from the Affiliate Link to the AirHelp Website due to cookie tracking, and reports summarizing this activity will be sent to the Affiliate via email. The form, content, and frequency of the reports are limited to those reports and capabilities available through the AirHelp system. To permit accurate tracking, reporting, and fee accrual, the Affiliate must ensure that the Links are properly formatted. AirHelp will not be responsible for improperly formatted links, regardless of whether the Affiliate has made amendments to the code or not. Unless agreed otherwise, AirHelp uses 30 days of cookie tracking in relation to the unique IP address of the customer.
3 FEES AND PAYMENTS
In respect of each Paid Claim, AirHelp shall make a payment to the Affiliate of 10% of the received payment from the Airline (the “Fee”). The Fee includes VAT, if applicable.
Further and detailed guidelines and rules of the payment of the Fee may be covered by a separate agreement with the Affiliate within the Affiliate Tracking platform on the Campaign terms and/or a written agreement through email. Unless such separate agreement states otherwise, the amount of Fee shall be counted and paid subject to the provisions of this section.
The Fee shall be calculated monthly within the end of each month. AirHelp automatically performs the calculation of the Fee of a month within the Affiliate Tracking platform as the total amount of Paid Claims (the “Report”). AirHelp shall automatically submit the Report to the Affiliate as soon as it is generated and without any further and unnecessary delay. For avoidance of doubts – the Report shall be considered as the invoice which reflects the payment for the stated month.
Fee will be paid out if its amount exceeds:
for European bank transfers – forty (40) EUR,
for non-European bank transfers – one hundred (100) EUR – for the invoiced month. In case if the Fee for the month does not exceed the amounts written above it shall be transferred to the next payout.
AirHelp shall pay the Fee and other payments subject to this Agreement in Euro (€) or in other agreed currency. Any imposed withholding taxes, VAT, or similar, will be deducted from the Fee transferred to Affiliate and Affiliate cannot claim any compensation from AirHelp in relation thereto. AirHelp shall cover all the costs related to transfer of the Fee, i.e. bank transfer costs. If Fee or other payments are to be paid out in other currency than Euro (€), the due amount shall be calculated with the exchange rate from Euro foreign exchange reference rate of ECB to this other currency in regard to the date of the invoicing. In such conditions, the invoice shall contain the description of the specific service, the total cost in Euro (€), total cost in agreed currency and the applied exchange rate.
A claim can only generate one payment. If a claim by accident is accepted more than once, only the first accepted claim is considered a Paid Claim pursuant to this Agreement. For Paid Claims considered as fraudulent payment is not due.
AirHelp determines in its sole discretion, whether a claim is identical to another claim or fraudulent. In any event, a claim that has already become an Accepted Claim through a nonaffiliate filing or a filing through another affiliate will not be deemed an Accepted Claim for any later affiliate filings.
In the event that the Agreement is terminated or expires, the outstanding amount, if any, is paid by AirHelp to the Affiliate.
Payments will be due in respect of any visits to or mutually agreed actions upon the AirHelp Website made by or on behalf of:
the Affiliate;
any parent undertaking or subsidiary of the Affiliate;
any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; or
any natural person related to any of the above.
Any amount received from AirHelp by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means; AirHelp will be entitled to require repayment of payments made as a result of such visits and actions.
If the Affiliate is registered for VAT then:
all Payments amounts stated in or in relation to the Agreement or on AirHelp Website are stated exclusive of VAT (VAT 0%) payable by AirHelp to the Affiliate;
the Affiliate is solely responsible for accounting for such VAT to the relevant tax authorities.
AirHelp is allowed to request from the Affiliate appropriate documentation, if required by law, legal obligation, administrative or court order.
Customers who submit claims through this program will be deemed to be customers of AirHelp without affecting their status as the Affiliate’s customer. Accordingly, all AirHelp rules, policies and operating procedures concerning customer claims and customer support service will apply to those customers with respect to their transactions with AirHelp. AirHelp may change its policies and operating procedures at any time consistent with applicable laws. AirHelp will use commercially reasonable efforts to present current and accurate information but cannot guarantee the availability or price of any particular service.
4 PROMOTION OF AFFILIATION WITH AIRHELP
In addition, while AirHelp requests that the Affiliate identifies itself as a member of AirHelp Affiliate Program, this affiliation may not be promoted by the Affiliate in any way whatsoever that falls outside the scope of the Link, without prior approval by AirHelp. Such promotions may include, but are not limited to, press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screenshots, graphics altered for cobranding or any other such format. Any promotion, not approved by AirHelp, shall be considered as the grounds for immediate termination of this Agreement and may invoke further legal action. Any of such actions not previously agreed with AirHelp as well as not used with the implemented AirHelp Tracking Link form will not be compensated for.
AirHelp may promote the Affiliation Program by referring to the Affiliate in press releases, marketing materials, offline print advertising or marketing campaigns, media kits, screenshots, graphics or any other such format provided it falls within the scope of this Agreement.
5 DATA PROTECTION
Each party shall agree to abide by its then applicable privacy policy, and shall comply with European Data Directive and any other applicable law, rules or regulations in recording and processing data (“Data Laws”).
Where either AirHelp or the Affiliate records data relating to individuals, each party agrees that they will fully inform the individuals of the purpose of the information being recorded, and will only use the information for that purpose. The Affiliate agrees that it will cooperate fully with AirHelp in all commercially reasonable requests that AirHelp deems necessary to comply with the Data Laws.
AirHelp rules and standards of the data processing are made in a separate “Affiliate Program Privacy Statement” which shall be considered as the integral part of the Agreement.
6 INTELLECTUAL PROPERTY
During the Term and subject to this Agreement, AirHelp hereby grants to the Affiliate a worldwide, non exclusive, non-transferable, royalty free right and license to display the Link, Link design, and AirHelp’s logo, solely for the purpose of the Affiliate performing its obligations under this Agreement.
The Affiliate undertakes:
to use all reasonable endeavors not to cause or permit any acts or omissions which may damage, endanger or reduce the value of AirHelp IPR in the Link and AirHelp’s logo or AirHelp’s title to the Link and AirHelp’s logo or to knowingly encourage or assist others to cause or permit any such acts or omissions;
on the expiry or termination of this Agreement, to cease to use the Link;
that, in the event that AirHelp notifies you to cease to use any part of the Link or to amend it, to do so within fourteen (14) days;
only to use the Link in accordance with this Agreement and any guidelines provided by AirHelp on use of the Link;
not to use any name or mark or design substantially similar to or capable of being confused with the Link or AirHelp’s logo; and
not to combine any trademark included in the Link or AirHelp’s logo with any other mark, logo, device or name without the prior written consent of AirHelp and in accordance with any reasonable conditions attached to that consent.
Any and all goodwill arising from either party’s use of the other party’s marks will inure solely to the benefit of the proprietor of the mark, and neither during nor after the termination of this Agreement will either party assert any claim to the other party’s marks or associated goodwill.
7 INTELLECTUAL PROPERTY RIGHTS
The Affiliate acknowledges that AirHelp is the sole owner or valid licensee of AirHelp IPR.
Each party acknowledges that, except as specifically provided herein, nothing in this Agreement will confer on either party any right of ownership in the other party’s IPR. Neither party will attempt to alter, decompile, reproduce, or copy the other party’s content, links, or trademarks, or otherwise utilize the other party’s IPR, except as expressly permitted under this Agreement.
AirHelp does not consent to the use of its trademarks without its express prior written approval. This includes, but is not limited to, using AirHelp trademarks or anything confusingly similar to its trademarks in advertising, other than:
in hypertext links to AirHelp Websites that AirHelp has expressly approved in writing;
for the purposes of identifying AirHelp services or offers on the Affiliate Website (provided that any such use is approved by AirHelp);
in keywords auctioned by search engine providers (where AirHelp has consented to the use of paid search advertising in writing). AirHelp will not pay the Affiliate any sum for internet traffic that is directed to AirHelp websites via a keyword that incorporates any AirHelp trademark.
8 WARRANTIES AND REPRESENTATIONS
8.1 Each party represents and warrants that:
the execution of the Agreement by such party and the performance of its duties and obligations under this Agreement does not and will not violate any Agreement to which such party is a party or by which such party is otherwise bound;
such party will fulfill its obligations under this Agreement with such care, skill and diligence as may reasonably be expected of properly skilled and competent persons experienced and skilled in the subject matter of the relevant obligations.
The Affiliate uses the Link, AirHelp’s trademarks/logos, and the AirHelp Website at its own risk, on an “as is” basis.
AirHelp will have no liability to the Affiliate should the Link, AirHelp’s trademarks/logos or the AirHelp Website or any of them be declared invalid or any third party make any claim of infringement or otherwise in relation to them.
The Affiliate represents and warrants to AirHelp that its website, including the Affiliate marks and Affiliate content, will not violate or infringe the rights of others, including, without limitation, any privacy, publicity or other personal or proprietary right.
Except as set out in this Agreement all conditions, warranties and representations expressed or implied by statute, common law or otherwise are hereby excluded.
AirHelp makes no express or implied warranties or representations with respect to the program or any services sold through the program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, AirHelp makes no representation that the operation of its site will be uninterrupted or error-free and AirHelp will not be liable for the consequences of any interruptions or errors; however, AirHelp will make commercially reasonable efforts to correct errors or interruptions promptly.
9 CONFIDENTIALITY
The information exchanged by the Parties, under this Agreement and these terms and conditions, shall be considered Confidential Information.
During the Term of this Agreement and after termination or expiration of this Agreement for any reason a party who has received Confidential Information disclosed to it by the other party may not use such Confidential Information for a purpose other than the performance of its obligations under this Agreement, and may not disclose Confidential Information to a person except with the prior written consent of the Disclosing party or in accordance with clauses 9.3 and 9.4.
Obligation arising under clause 9.1. shall not apply to any Confidential Information which Parties may disclose:
to any of their directors, other officers, employees to the extent that disclosure is reasonably necessary for the purposes of this agreement, in which case it shall ensure that the disclose complies with the Parties obligations of confidentiality under this agreement;
if it is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing advance written notice to another party if reasonably possible such that party which confidential information will be disclosed is afforded an opportunity to contest the disclosure or seek an appropriate protective order. The party shall have the burden of proving the existence of any of the exceptions described in this subsection;
if it was in party’s possession free of any obligation of confidentiality or was in the public domain at the time of disclosure;
to any potential investors if required to do so by any stock exchange provided that it gives notice to the other party of the disclosure as soon as practicable;
if reasonable satisfaction can be shown between Parties.
A party which wants to disclose the Confidential Information under clause 9.3.5 must inform the other party at the appropriate time before such disclosure.
10 INDEMNITY, LIMITATIONS AND EXCLUSIONS OF LIABILITY
Each party (the “Defaulting party”), at its own expense, will indemnify, defend and hold harmless the other party, its affiliates, and their respective directors, officers, employees, subcontractors, agents and representatives (collectively, the “Claiming party”) against any and all losses suffered by the Claiming party, arising from or in connection with any and all third party claims, actions, suits and proceedings, arising out of or in connection with:
any breach or alleged breach by the Defaulting party of any term, representation or warranty in this agreement;
the infringement or alleged infringement by the Defaulting Party of any IPRs of a third party;
or, the negligence or willful misconduct of the Defaulting party, its Affiliates, and/or its and their respective directors, officers, employees subcontractors, agents and representatives acting within the scope of their duties for the Defaulting party (each liability under this clause except to the extent that such losses are attributable to the negligence or willful misconduct of the Claiming party, its affiliates, agents, and/or its and their respective directors, officers, employees, subcontractors, agents and representatives acting within the scope of their duties for the Claiming party.
The Claiming party will give prompt written notice of any Claim to the Defaulting party and will provide such information and assistance as reasonably requested by the Defaulting party in its negotiation, defense or settlement of such Claim, over which the Defaulting party will have control. The Defaulting party will allow the Claiming party’s legal advisor(s) to participate in such negotiations, defense, or settlement. Notwithstanding the foregoing, the Defaulting party shall not enter into any settlement or other arrangement that materially adversely affects the Claiming party without the Claiming party’s prior written consent, which consent shall not be unreasonably withheld.
Each party shall indemnify the other party against any and all losses suffered by the second party, arising from or in connection with any negligence or willful misconduct of the first party, its Affiliates, and/or its and their respective directors, officers, employees and representatives acting within the scope of their duties for such first party, except to the extent that such losses are attributable to the negligence or willful misconduct of the second party, its affiliates, and/or its and their respective directors, officers, employees and representatives acting within the scope of their duties for such second party.
Nothing in this Agreement shall operate to exclude or restrict either party’s liability for death or personal injury resulting from negligence, to which no limit applies.
Except for the Terms which exclude the liability, notwithstanding any other term of this Agreement, neither party shall be liable to the other, for any indirect or consequential losses, whether for negligence, breach of contract, misrepresentation or otherwise, nor for any loss of profit, loss of goodwill, business opportunity, or anticipated saving.
11 FORCE MAJEURE EVENTS
If a party is prevented, hindered or delayed from or in performing any of its obligations (including payment) under this agreement by an event beyond its reasonable control (including without limitation, strike, lockout, labor dispute, act of God, war, riot, civil commotion, malicious damage, compliance with a law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm and difficulty or increased cost in obtaining workers, goods or transport) that party’s obligations under this agreement are suspended while the event continues and to the extent that it is prevented, hindered or delayed.
12 TERMINATION
This Agreement shall commence on the date of submitting a complete Registration Form, not rejected by AirHelp, for an indefinite period, until terminated by one of the Parties. Upon termination, the Affiliate shall promptly remove all AirHelp related content and links from its website.
The Affiliate is only eligible to earn payments on Paid Claims during the Term. In the event overpayment is made by AirHelp, the Affiliate agrees to promptly remit such excess payment upon notification by AirHelp. AirHelp may withhold the Affiliate’s final payment for a reasonable time to ensure that all transactions have been correctly completed.
Each party may terminate this Agreement at any time, by giving not less than fourteen (14) days written notice of termination to the other party.
AirHelp may terminate this Agreement immediately without further notice:
in case of breach of provisions from clause 7 and clause 9,
in accordance to the clause 2.4. – upon such notice,
if AirHelp reasonably believes that the Affiliate is committing fraud.
A party validly terminating this Agreement shall be under no liability whatsoever to the other party for any losses suffered as a result of the termination.
Expiry or valid termination of this Agreement shall not affect any accrued rights or liabilities of either party.
A party may terminate this agreement with immediate effect by written notice to the other party (the “Breaching party”) after the occurrence of any of the following events:
the Breaching party being in material breach of this agreement and, if the breach is capable of remedy, failing to remedy the breach within 10 business days of receipt of written notice from the party giving details of the breach and requiring the Breaching party to remedy the breach; or,
the Breaching party passing a resolution for its winding up, a court of competent jurisdiction making an order for the other party’s winding up or dissolution, the making of an administration order in relation to the other party or the appointment of an administrative receiver or receiver over, or an encumbrance taking possession of or selling, an asset of the Breaching party, or the Breaching party making an arrangement or composition with its creditors generally or making an application to a court of competent jurisdiction for protection from its creditors generally.
If this Agreement expires or is validly terminated for any reason:
all rights and licenses granted hereunder, and all obligations and covenants imposed hereunder, shall immediately cease, except as otherwise expressly provided herein; and
each party shall stop using all Confidential Information, IPR, links and/or marks of the other party then in its possession.
13 GENERAL
This Agreement supersedes any previous written or oral Agreement between the Parties in relation to the matters dealt with in this Agreement and constitutes the whole agreement between the Parties relating to the subject matter of this Agreement.
Affiliate cannot assign any of the rights granted under this Agreement without the prior written consent of AirHelp (such consent to be at AirHelp’s discretion). AirHelp may freely assign its rights under this Agreement and without further notice.
Any notices issued in connection with the Agreement shall be in writing in English and sent by email. In case of any doubts it is perceived that such notice should have effect after seven (7) days after sending it by email to the other party.
If any provision of this agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force and effect, and the Parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
Each party to this agreement is acting as an independent contractor, and nothing in this Agreement will create or be construed to create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither party will have any right, power or authority to act or create any obligation, expressed or implied, on behalf of the other.
The Affiliate acknowledges that it has read this agreement and agrees to all its terms and conditions. The Affiliate understands that AirHelp may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with the Affiliate website. The Affiliate has independently evaluated the desirability of participating in the program and is not relying on any representations, guarantee, or statement other than as set forth in this Agreement.
Each party reserves the right to modify its own content, links, or marks from time to time in its sole discretion, upon written notice to the other party.
AirHelp is authorized to alter these Terms & Conditions and/or set supplementary conditions at any time. AirHelp will inform the Affiliate about any such changes with not less than twenty one (21) days written notice. If the Affiliate does not submit notice of the refusal to accept the new terms, it shall be deemed that Affiliate has agreed to these conditions. If the Affiliate rejects the new terms and provisions, the Agreement shall terminate automatically with the end of such term.
This Agreement and all matters arising from or connected with it are governed by German law and shall be resolved exclusively by the Berlin City Court in Germany.
If any translations of this Agreement have been provided, such translations are for information purposes only. In the event of inconsistency between this Agreement in English wording and the translation, the English wording shall prevail.
Updated: December 19th, 2023.
Version: ATC1.23_EN
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