PISSUP PARTNER SCHEME AGREEMENT

DEFINITION

“You” - includes the Partner scheme registrant and all persons employed within the same physical or legal entity as applicable.

BETWEEN

(1) You and your successors, licensees and assignees; (“PARTNER”); and

(2) e-Blok Limited, a company incorporated in Gibralter (Company Number 90143) and having its registered office at Suite 31, Don House, 30-38 Main Street, Gibraltar trading as Pissup.com (“PU Tours”)

1. INTRODUCTION

1.1. The words and expressions below will, unless the context otherwise requires, have the meanings set out next to them:

Agreement means this agreement including the Schedule;
Notice in Writing means any notice required to be given under this agreement by either Party. It shall be in writing and shall be deemed to have been duly served if sent by email to the other Party. Sending is proof of delivery and does not need to be duly acknowledged by the other Party.
Confidential Information means in respect of each Party’s information relating to that party or its finances, accounts, business, technologies, products or customers, in whatever from stored or communicated;
Holiday Activities means any games, events, entertainment or trips (including without limitation bus or boat trips) organised by PU Tours;
Logo and Branding means the name and stylised logo “Pissup” together with the EU trademark and associated branding;
Promotional Material means all materials produced by or on behalf of PU Tours for promotional or marketing purposes including to photographs, stills, brochures and posters but specifically excluding the website content of www.pissup.com and its associated businesses.

1.2. In this Agreement:-

1.2.1. unless the context otherwise requires, references to any Clause or Part shall be deemed to be a reference to a clause of this Agreement or a part of the Schedule;

1.2.2. references to persons include bodies, corporate, unincorporated associations, partnerships or other legal entity;

1.2.3. references to a Party or the Parties are to a party or the parties to this Agreement;

1.2.4. any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression are illustrative and do not limit the sense of the words preceding those terms and such terms shall be deemed to be followed by the words “without limitations”.

1.3. The headings are inserted for convenience of reference only and shall not affect the interpretation of this Agreement.

2. Grant of Rights

2.1. PU Tours hereby grants the PARTNER the rights to:

2.1.1. have sole access to its online booking system only for the purpose of reselling its services;

2.1.2. use, include and refer to the Promotional Material; and

2.1.3. use, include and refer to the Logo and Branding, in order that the PARTNER can produce and exploit material to resell the services of PU Tours.

3. Exclusivity

3.1 The PARTNER agrees and warrants to PU Tours that it shall not enter any agreement with any other holiday tour companies with the intention of reselling holiday activities in cities PU Tours operates during the period of its agreement with PU Tours.

4. Obligations

4.1. PU Tours agrees and warrants to PARTNER that:

4.1.1. it is entitled to enter into this Agreement and grant the rights contained herein;

4.1.2. it will assist the PARTNER in the reselling of PU Tours services;

4.1.3. it will provide the PARTNER with copies of the Logos and Branding and the Promotional Material and it is the sole legal and beneficial owner of such and it does not contain any material which is defamatory, in contempt of court or which amounts to malicious falsehood and shall not expose the PARTNER or its assignees or successors in title to any civil or criminal proceedings;

4.1.4. it will grant the PARTNER discounts as calculated and agreed. The discount rates vary across PU Tours businesses and as stated on the PARTNER login pages. They are fixed for each client reservation at the time the PARTNER makes such reservation. The rates can be amended at any time according to the wishes of PU Tours.

4.2. PU Tours undertakes and agrees to indemnify the PARTNER against all liabilities claims, demands, actions, costs, damages and loss arising out of any:

4.2.1. act, error or omission by PU Tours, its employees, contractors, agents or personnel leading to the injury or death of any person or damage to any property provided that any such death or injury is not solely as a result of the presence of the PARTNER, its employees, contractors, agents, equipment or personnel at the time of such death or injury provided that the PARTNER shall not settle or compromise any such actions or claims without obtaining PU Tours prior written consent which shall not be unreasonably withheld.

4.3 the PARTNER agrees and warrants to PU Tours that:-

4.3.1. it will not represent or imply that PU Tours is directly involved with any activities which it is not directly involved and its portrayal of PU Tours will only reflect the business activities of PU Tours as stated on its website at www.pissup.com and associated websites.

4.3.2. it understands that the Partner Scheme is intended solely for travel agents to resell PU Tours holidays to clients. As a minimum, the PARTNER must have an active website selling group party holiday services and be a recognised travel industry professional. It acknowledges that PU Tours has the right to withhold commission payments at its own discretion if the PARTNER has used the scheme for any other purpose, for example, if the PARTNER uses this Partner Scheme to gain a discount for a holiday taken in the name of the PARTNER or related parties.

4.3.3. the sale of Holiday Activities by the Partner to its clients is made according to the terms and conditions displayed on the relevant PU Tours website. The Partner agrees to these terms on the website booking form at the time of making their client's reservation. PU Tours accepts no responsibility for claims or damages arising from any other terms or conditions apart from their own.

4.4 It is possible that third parties may access www.pissup.com and associated websites and alter their contents (hacking). PU Tours will not be liable for any damage or loss arising out of or resulting from any unauthorised access to, hacking, alteration or modification of information contained on www.pissup.com and associated websites.

5. Confidentiality

5.1. Each Party agrees to maintain secret and confidential all Confidential Information of the other’s acquired, directly or indirectly, in any manner pursuant to this Agreement or prior to and in contemplation of it, to respect the other’s proprietary rights therein, to use the same exclusivity for the purposes of this Agreement and to disclose the same only to employees and directors to whom and to the extent that such disclosure is reasonably necessary for the purpose of this Agreement.

5.2. The foregoing obligations of Clause 5.1 shall not apply to any information which the recipient can demonstrate:

(a) prior to its receipt from the disclosing party was in its possession and at its free disposal;

(b) is subsequently disclosed to it without any obligation of confidence by a third party who owes no duty of confidence to this disclosing party;

(c) is after receipt from the disclosing party generated by employees of the recipient independently of, and without knowledge of, the information received from the disclosing party pursuant to this Agreement.

6. Termination

Each Party may terminate this Agreement, without prejudice to any other remedies, forthwith by notice in writing to the other Party if the other Party shall:-

6.1. go into liquidation whether compulsory or voluntary (other than any voluntary liquidation for the purpose of a bona fide solvent amalgamation reorganisation or reconstruction) or effect an arrangement or composition with its creditors or cease or threaten to cease to carry on business or have a receiver, administrator, administrative receiver, judicial factor or other similar officer appointed over all or any of its assets; or

6.2. commits a material breach or repeated breaches of terms of this Agreement which shall not be capable of remedy, or if capable of remedy, which shall not have been remedied within fourteen (14) days of receipt by the defaulting party of notice from the other party identifying the breach and requiring its remedy; or

6.3. an event of Force Majeure (as defined below) continues for more than a period of 28 days without resolution.

6.4. PU Tours may terminate the PARTNER'S agreement forthwith by notice in writing to the other Party if the PARTNER has made no confirmed reservations within any 7 day period.

7. Force Majeure

Neither Party will be liable for any delay or failure in carrying out any of their obligations under this Agreement which is caused wholly or partly by reason of any event of circumstance out of that party’s control including national mourning, act of God, labour dispute (other than labour disputes involving the employees of that Party), fire, flood, extreme weather conditions, war, terrorism, accident, Government action, regulation or order and inability to obtain basic utilities (a “Force Majeure”).

8. Miscellaneous

8.1. This Agreement constitutes the entire understanding of the Parties and supersedes any other arrangements between the Parties. Any variation to this Agreement must be in writing executed by or on behalf of both Parties.

8.2. PU Tours will not assign, licence or sub-contract any of its rights or obligations under this Agreement, in whole or in part.

8.3. PARTNER shall be entitled to assign, licence or sub-licence any of its rights under this Agreement.

8.4. Any notice required to be given under this agreement by either Party shall be in writing and shall be deemed to have been duly served if sent by email to the other Party. Sending is proof of delivery and does not need to be duly acknowledged by the other Party.

8.5. The construction, validity and performance of this Agreement shall be governed by the laws of Gibraltar and each Party agrees to submit to the exclusive jurisdiction of these courts to resolve any irreconcilable disputes between them.

8.6. A failure to exercise or delay in exercising any right or remedy provided by this Agreement or by law does not constitute a waiver of the right to remedy or a waiver of other rights or remedies, and no waiver shall be effective unless in writing signed by the Party whose waiver it purports to be.

8.7. The invalidity or unenforceability of any term of or any right arising pursuant to this Agreement shall not affect the validity or enforceability of any of the remaining terms or rights.