These 12Go's Affiliate Program Terms and Conditions (hereinafter referred to as "the 12GO's Terms") set out the complete terms and conditions between and rights and obligations of 12Go Group including 12Go Asia Pte., Ltd., the subsidiary company in Thailand - 12Go (Thailand) Co., Ltd., and the operating company in Thailand - Xenios IT Co., Ltd., (hereinafter referred to as "12GO"), and you, regarding your application to participate in the 12GO's Affiliate Program.
It is important that you read and understand the 12GO's Terms. By completing an application to join the 12GO's Affiliate Program you are – the subject to 12GO's prior approval of your application – agreeing to the 12GO's Terms hereof.
If You do not agree to the following 12GO's Terms or are not authorized to do so as well as are intending to do business with 12GO within conditions other than stated hereof, you should discontinue your application.
By entering into the 12GO's Terms, you are willing to join the 12GO's Affiliate Program in the Affiliate Program Site and provide 12GO with all necessary information required to be fulfilled in the Affiliate Program Site at your personal dashboard and in accordance with the 12GO's Terms.
By entering into the 12GO's Terms, you acknowledge and guarantee that you are willing to provide 12GO with scope of Services by means of giving to Customers an access for booking and purchasing of the 12GO's products and services in the 12GO's Internet Sites via the Affiliate's Internet Sites by generation and integration of Mobile Compatible Tools and in accordance with the 12GO's Terms.
You hereby grant 12GO a royalty free, non-exclusive, irrevocable licence, to use, apply, and affix any trademark, trade name, logo, or similar indicia of source or origin in which you now or hereafter has rights, such licence to be effective upon 12GO exercise of its rights and remedies hereunder including, without limitation, in connection with subject matter of the 12GO's Terms hereof.
"12GO's Affiliate Program" means establishing of business and commercial relations with 12GO based on 12GO's Terms hereof.
"12GO's Confidential Information" means full or partial knowledge, data or information relating to the activities or business of 12GO that may be either in tangible or intangible form, expressed orally, in writing or in any other form, including, but not limited to, financial information and data, business and financial plans, budgets, prices, marketing strategies, market information, strategic information, information relating to clients, accounting records, including revenues, business secrets, patterns, technical information, drawings, designs, technologies, studies, processes, systems, ideas, know-how, sector affiliation, photos, computer programs, templates, source and object codes, manuals, reports, records and any other documents in whatever form of expression. The 12GO's Confidential Information is possessed only by 12GO and has actual or potential commercial value due to its obscurity to third parties, to which third parties do not have free access in pursuance of the law.
"12GO's Internet Sites" mean any websites, which are in possession of 12GO, mainly https://12go.asia and https://onetwogo.com/.
"12GO's products and services" mean any items, rights, services, etc. which are suggested by 12GO for purchasing by an end-customer at specified prices and in accordance with other conditions set by 12GO. All products and services are available in the 12GO's Internet Sites.
"Affiliate's Internet Sites" mean any website or websites which are in your possession or in possession of the business entity, company which you present and act on its behalf, and which are located at the web addresses provided by you to 12GO or subsequently changed and notified to 12GO personally or via the Affiliate Program Site.
"Affiliate Program Site" means the website, which is in the possession of 12GO and is being provided to you by 12GO in connection with your application to participate in the 12GO's Affiliate Program, whereby you are allowed to submit information about you and / or about the business entity, company which you present and act on its behalf as well as for all its assigns, assignees, successors, employees, etc., and any other necessary information. Affiliate Program Site is designed to the purposes of doing business with12GO under the 12GO's Terms hereof.
"Business Day" means any day (other than Saturday or Sunday or holidays) on which banks are opened for general business in 12GO's legal domicile.
"Customers" mean any persons who are willing to book and purchase Tickets.
"GDPR" the General Data Protection Regulation (EU) 2016/679, which is a regulation in European Union law on data protection and privacy for all individuals within the European Union. It also addresses the export of personal data outside the European Union.
"Good Industry Practice" means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced contractor acting in good faith.
"Mobile Compatible Tools" mean any of applicable electronic tools for integration (including but not limited to SEM: contextual advertising, contextual non-brand related advertising to White Label; Adult and explicit content websites; Social Media: creating pages with 12GO's branding and advertising with 12GO's brand, including similar names; Doorway pages; Click under; Pop under; Motivated traffic, where exception is advertising 12GO's Affiliate Program where you are referring to and promoting any rewards and commissions earnings as a cashback to end-user; Spam; branded email newsletters; Re-marketing campaigns leading to the 12GO's Internet Sites or subdomains; Cashbacks or discounts/promo codes, where exception is advertising 12GO's Affiliate Program where you are referring to and promoting any rewards and commissions earnings as a cashback to end-user; Iframe; Type in; Video advertising where exception is advertising white-label and leading users there; and any others), provided by 12GO to you for generation and integration in the Affiliate Internet Sites for doing business under the 12GO's Affiliate Program and the 12GO's Terms set hereof.
"Personal data" means any information relating to an identified or identifiable natural person ("data subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (in Article 4(1) of the GDPR).
"Services" mean services of promotion, marketing, advertising, etc., of the 12GO's products and services in the Affiliate's Internet Sites, and provided by you to the 12GO in accordance 12GO's Terms hereof.
"Tickets" mean offers of certain type of transport services which are provided by an carrier at defined locations, on defined dates, at defined prices, etc. Tickets are the subject of the 12Go's products and services.
By entering into the 12GO's Terms, you acknowledge and guarantee the full entitlement and authority to enter into the 12GO's Terms and any other documents executed by 12GO that may be associated with the 12GO's Terms, such a right shall be expressed by means of logon in the Affiliate Program Site with the unique defined personal code - password (through login) which 12GO sends you after you have expressed the consent to join the Affiliate Program by direct consent with 12GO's Terms within the first registration in the Affiliate Program Site.
You have no right to enter into the 12GO's Terms if you are in the employment of 12GO, are direct or indirect competitor of 12GO and are entering into the 12GO's Terms with the certain intent to affect on the competition in order to oust 12GO from relevant markets.
You agree with all terms and conditions arising from the 12GO's Terms and acknowledge and guarantee not to enter into the 12GO's Terms if you do not conform to the above eligible requirements, otherwise any agreement concluded with you under the 12GO's Terms shall be treated as void and 12GO shall not accept any liability or demands whatsoever resulting from such void agreements as well as you shall return everything received from 12GO upon such agreements.
You acknowledge and guarantee that after entering into the 12GO's Terms in compliance with requirements stated above you become liable for your entire obligation arising from the 12GO's Terms and other agreements concluded with 12GO under the 12GO's Terms, and accept such responsibility for the business entity, company which you present and act on its behalf as well as for all its assigns, assignees, successors, employees, etc.
Pursuant to your application to participate in the 12GO's Terms 12GO grants you the right to provide to 12GO the following services: promotion, marketing and advertising of the 12GO's products and services in the Affiliate's Internet Sites; providing Customers with an access to the 12GO's Internet Sites by displaying in the Affiliate's Internet Sites Mobile Compatible Tools for the purpose of booking and purchasing of the 12GO's products and services by Customers.
You should be awarded that you are entitled to provide Services to 12GO personally. You shall provide 12GO with all necessary information in the Affiliate Program Site as well as with information about available and preferable option of Mobile Compatible Tools and any other required by 12GO in the Affiliate Program Site.
In consideration that you make Mobile Compatible Tools available at the Affiliate's Internet Sites and subject to the 12GO's Terms, 12GO will procure that you are granted a non-exclusive, non-transferable, terminable licence to use Mobile Compatible Tools in the Affiliate's Internet Sites solely for your internal business purposes and in accordance with Good Industry Practice and other limitations and restrictions as set out in the 12GO's Terms.
You also shall:
You grant the full entitlement to 12GO to use any of your personally identifiable information and other information gathered by 12GO from you under the 12GO's Terms and share with its business partners (agents, distributors, subcontractors, and other affiliates) or other third parties to ensure the performing of Services.
By doing business with 12GO under the 12GO's Terms you hereby acknowledge and guarantee to implement binding corporate rules regarding processing, keeping and transferring of any personal data subjects provided under the cooperation with 12GO. Any personal data of any customer collected by you should enjoy appropriate protection and be the subject of confidentiality.
In case of sharing personal data subjects to third parties or to a third country or an international organization, etc. (receiving third parties), you should disclose to 12GO as the controller (depends on case) the fact and purposes of such sharing, and should oblige the receiving third parties to furnish the appropriate safeguards of a protection and confidentiality of received personal data subjects, the reference to the appropriate or suitable safeguards and the means by which to obtain a copy of them or where they have been made available.
Where local laws foresee the keeping of personal data subject for a limited period of time you should not keep it more.
Where the personal data is the subject of GDPR (definitions are set hereof) and enjoys its protection you should process, operate and keep personal data subjects in accordance with the GDPR provisions. In case of a breach, you shall be liable in accordance with applicable laws. If a breach ty causes the loss and damages to 12GO, in such case, you shall be liable for any and all losses and damages, and 12GO is entitled to obtain the appropriate relief.
You hereby warrant and acknowledge:
12GO may delete accounts under wrong names, pseudonyms or in an abusive way, etc.
12GO is entitled in its sole discretion to deny access to anyone to the Affiliate Program Site at any time and for any reason, including, but not limited to, for violation of the 12GO's Terms.
In accessing or using the Affiliate Program Site, you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. 12GO does not endorse such content, and cannot vouch for its accuracy. You therefore accesses and uses the Affiliate Program Site at your own risk.
12GO shall have the full entitlement to monitor the Affiliate's Internet Sites and the Affiliate Program Site to ensure that you are complying with the 12GO's Terms and you shall provide 12GO with all data and information to enable 12GO to perform such monitoring at no cost to it.
12GO hereby guarantees that you has full entitlement for payments for providing Services to 12GO.
You shall indicate the initial payment option (the "Payment Option") in your personal dashboard in the Affiliate Program Site. The chosen option shall be confirmed by 12GO.
You may request to change the Payment Option (subject of prior approval of 12GO) in the Affiliate Program Site no more than once each calendar month. 12GO is entitled to accept or reject any such request in its complete discretion. If such request is accepted by the 12GO a new Payment Option will come into effect on the first (1st) date of the following calendar month and will only apply to Customers introduced after this date.
12GO is entitled to modify the Payment Option in its complete discretion as well as to withdraw the Payment Option at any time by giving notice you. In such case, you shall be required to select another Payment Option in the Affiliate Program Site, which will apply to Customers whose date of first registration is on or after your date of selection.
To become entitled for payouts from the part of 12GO, you shall provide 12GO in the Affiliate Program Site with all relevant invoices, which contain full amount of Services completed by you during the settlement period and based on threshold conditions set hereof ("the Price"). Upon your submission of the invoice, 12GO shall timely pay the full amount owed. 12GO is entitled to reject any invoice. In such case all discrepancies should be mutually reconciled by you and 12GO within a relevant period,
The minimum threshold amount for settlement of payments and the limits of payment frequency:
You shall not be entitled to receive any payments in respect of such Customers who:
In case if any such payment stated hereof has already been made to you in respect of such Customer, you shall promptly repay / reimburse an amount paid on receiving notice from 12GO. 12GO shall be entitled, but not obliged, to set-off any amount owed as a result against future payments.
In the Affiliate Program Site you are able to review statements showing the number of Customers introduced by you via Mobile Compatible Tools generation and all payments to (due or completed). Such statements are for information purposes only. 12GO shall endeavor to ensure that such statements will be updated immediately but has no obligation to do so. 12GO's tracking and reporting platform will be used as a sole and only decisive source of information for determining the exact number of realized transactions.
All payments are deemed to be inclusive of any tax, bank commission or similar to them. You are responsible for paying all costs and expenses incurred in connection with payments unless otherwise prior agreed with 12GO. You are also responsible for paying taxes in accordance with all applicable laws and regulations, 12GO shall have no any such responsibility on your behalf.
12GO is entitled to choose a bank or other payments system of any of its companies, which are the parts of 12GO Group.
You are entitled in the Affiliate Program Site to choose applicable currencies or provided by 12GO via the Payment Option in the Affiliate Program Site. 12GO is entitled to apply any real-time exchange rate of a preferable bank and / or exchange trading.
You grant to 12GO a non-exclusive, free of charge, and worldwide right and licence to display in the Affiliate Program Site and the 12GO's Internet Sites parts or all of your personal information and any other information in connection with it, including all information about the business entity, company which you present and act on its behalf as well as for all its assigns, assignees, successors, employees, etc.
You acknowledge that the ownership of all title in and to all intellectual property rights, including patent, trademark, service mark, copyright, and trade secret rights, in all products provided to you by 12GO and the underlying technology including but not limited to the software, source and object code, and know-how embodied and expressed in all products of 12GO, including its architecture, structure, sequence, and organization, any inventions, drawings, performances, software, databases and methodologies in or specifically related to such products, website, advertisements, promotional literature, mailers and catalogues shall remain with 12GO at all times ("12GO's products and IPR"). You acquire only a limited right and licence to use 12GO's products and IPR under the 12GO's Terms and do not acquire any ownership rights or title in 12GO's products and IPR, either express or implied.
You shall not copy, translate, disassemble, or decompile, re-sell, grant any rights to third parties, lease, time-share, lend or rent any of 12GO's products and IPR, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the 12GO's products and IPR, and the underlying technology licensed hereunder or use it to create a derivative work, unless authorized in writing by 12GO.
You shall also not commit or permit or otherwise cause the commission of any abuse such as (a) sharing passwords and other authentication credentials; or (b) permitting the use of the 12GO's products and IPR by any third party in a manner that subverts the need of such third party to purchase rights of use for the 12GO's products and IPR. Other than as specified hereof, any tools licensed with or included in the 12GO's products and IPR may not be copied, in whole or in part, without the express written consent of 12GO.
You shall in no manner whatsoever remove any proprietary, copyright, trademark or service mark of 12GO from the 12GO's products and IPR.
You shall immediately notify 12GO if any claim or demand are made or action brought against it for any infringement or alleged infringement of any of 12GO's products and IPR.
You acknowledge and guarantee that you won't in any way register, apply for, merchandise, sell, offer, solicit, sublicense, provide, grant access, forward, publish or distribute domain names similar to such of 12GO as well as all 12GO's products and IPR.
Nothing in the 12GO's Terms purports to grant a licence, provide any warranty or offer any indemnity in respect of any data that is not owned by the 12GO. In the event if you require an access to any such data, you agree to give to 12GO an opportunity to secure rights to the same and (if it becomes necessary to do so) you shall be obliged to pay all costs of securing a licence to the same from the relevant third party data owner otherwise 12GO may immediately terminate any agreement made with you in connection with the 12GO's Terms.
You acknowledge that a security of 12GO's products and IPR, and any other systems and data in connection with it is fundamental for doing business with 12GO. If you become aware of a breach or potential breach of security relating to 12GO's products and IPR, you shall immediately notify 12GO of such breach or potential breach and use your best endeavors to ensure that any potential breach does not become an actual breach and / or to remedy any actual breach and its consequences.
You shall not use the 12GO's Confidential Information for any purpose other than in pursuance of your rights and obligations under the 12GO's Terms, nor disclose the 12GO's Confidential Information to any person except with prior written consent of 12GO and shall follow Good Industry Practice to prevent use or disclosure of the 12GO's Confidential Information.
Such obligations will not apply to any Confidential Information that:
Any unauthorized disclosure of the 12GO's Confidential Information shall mean any actions or inactions of you as a result that the 12GO's Confidential Information in any possible form or way (oral, written, electronic or other, including through technical hardware, etc.) becomes known to third parties without prior written consent of 12GO.
In case of the unauthorized disclosure of the 12GO's Confidential Information by you, you shall undertake all measures to prevent all losses or other negative consequences and effects to 12GO caused by such loss or such disclosure as well as further disclosures. In any case, you shall be liable for any unauthorized disclosure of the 12GO's Confidential Information, and 12GO will have a full entitlement for propriety reimbursement from your side including but not limited to court proceedings, reimbursement of real and potential damages, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable, recovery of business reputation, termination of contracts concluded by you in the breach of 12GO's Terms and unauthorized disclosure of 12GO's Confidential Information.
The 12GO's Confidential Information may be disclosed without prior written consent only in the following cases:
At the same time you undertake to inform the auditing organization (auditor), public agency, state authority and other authorized persons that such provided information is the 12GO's Confidential Information in respect of which the auditing organization (auditor) should ensure the requirements of the confidentiality stated hereof;
You may disclose the 12GO's Confidential Information to the business entity, company which you present and act on its behalf as well as to its directors, officers, employees, advisers, agents and representatives to the extent that such disclosure is reasonably necessary in order to comply with its obligations under the 12GO's Terms. At the same time, you shall be responsible for any breach by such persons, stated hereof for any unauthorized disclosure of the 12GO's Confidential Information.
If there is no any necessity in the 12GO's Confidential Information use pursuant to a requirement of 12GO or in case of termination or expiration of any agreement made with you in connection with 12GO's Terms, you are obliged to return all originals and all copies of the 12GO's Confidential Information to 12GO, or destroy all copies of the 12GO's Confidential Information in your possession, and (if so requested by 12GO) shall use all reasonable endeavors to destroy all copies of the 12GO's Confidential Information stored electronically except to an extent that it is obliged to retain such information under any law and regulation.
Your confidentiality and non-disclosure obligation stated hereof shall remain valid during the whole term of cooperation between you and 12GO and for three (3) years also after the termination or expiration of the latest agreement made with you in connection with 12GO's Terms.
Both, you and 12Go, may currently or in the future be developing information internally or receiving information from other parties or / and contractors that may be similar to the 12GO's Terms and may be in discussions or negotiations with other parties or / and contractors regarding similar commercial relations.
You shall not assign, transfer, sell, novate, declare a trust of or otherwise dispose of any of your rights and obligations under the 12GO's Terms, or any part thereof, without prior written consent and approval of 12GO. 12GO may assign or subcontract any of its rights and obligations under the 12GO's Terms to any company from its Group at any time without giving notice to you.
Nothing in the 12GO's Terms shall constitute, or be deemed to constitute you and 12GO as a partnership, association, joint venture or other co-operative entity; or authorize one of both, you and 12GO, to make or enter into any commitments for or on behalf of each other.
You are liable to 12GO for all of your obligations arising from the 12GO's Terms.
12GO acknowledges and understands that booked and confirmed Tickets may be changed or cancelled, and you shall not be entitled for payments hereof. In such cases, 12GO shall undertake to exert reasonable effort to notify you and / or your Customers directly of the cancellation or change of Tickets, and to provide assistance services.
12GO shall have the full right to require any reimbursement from you in following cases:
at the same time 12GO has been or is being involved in any reimbursement or claims against it in such cases.
12GO shall not accept any liability or demands whatsoever resulting from or related to any changing of any information related to the 12GO's products and services, to the to transport services of any carrier, changing and cancellation of Tickets, to the process of booking Tickets or fulfilment of travel offers described in Tickets.
12GO HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND ALL SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS ONLY. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, 12GO ASIA FURTHER DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY THAT SERVICES PROVIDED WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE.
You shall indemnify and hold harmless 12GO from and against any and all losses, demands, claims, damages, costs, expenses (including but not limited to real and potential damages, consequential losses and loss of profit, reasonable legal costs and expenses and VAT thereon if applicable) and liabilities suffered or incurred, directly or indirectly, by 12GO in consequence of any breach by you of your obligations under the 12GO's Terms.
You shall indemnify, defend and hold harmless 12GO, its current and former employees, principals (partners, shareholders or holders of an ownership interest, as the case may be) and agents, from and against all claims, including third-party claims, demands, loss, damage or expense (including attorney fees) relating to:
The limitation of 12GO's liability for which you may commence proceedings against 12GO to recover on any claim shall be not more than volume of turnover made under the 12GO's Terms within the last six (6) months prior the date when you become aware or should reasonably have become aware of a breach and that would form the subject of the claim. The time limit within which you may commence proceedings against 12GO to recover on any claim shall be one (1) year from the date when you become aware or should reasonably have become aware of a breach and that would form the subject of the claim.
No exclusion or limitation set out in the 12GO's Terms shall apply in the case of (i) fraud or fraudulent misrepresentation; (ii) death or personal injury resulting from the negligence of any both, you and 12GO, or any of both directors, officers, employees, advisers, agents and representatives.
Both, you and 12GO, shall not be responsible for partial or full default of obligations stipulated in the 12GO's Terms if such failure was by reason of Force Majeure. Force Majeure shall mean natural disasters, and other abnormal weather conditions, man-made disasters, riots, acts of war, a state of emergency, strikes, embargoes, economic blockade, international economic sanctions, acts and actions of the authorities, which led to the impossibility of execution of any of the obligations stated hereof. In case of Force Majeure, both, you and 12GO, shall promptly notify each other in writing form. All the deadlines for the execution of the 12GO's Terms shall be extended according to the time of Force Majeure. If Force Majeure is for more than two (2) months, both, you and 12GO, shall hold additional negotiations to find acceptable alternative methods of execution of the obligations arising from the 12GO's Terms.
Both, you and 12GO, shall together determine a content of any communications concerning the relationship between each other. Such communications shall be issued at a time and in a manner agreed by both, you and 12GO.
12GO should send all notices and communications to you by (email and others) addresses provided by you in the Affiliate Program Site or by other way prior mutually agreed with 12GO.
You should send all notices and communications to 12GO with use of the Affiliate Program Site.
Notices and communications will be deemed received four (4) hours after being sent provided that if such notice would then be deemed to have been received outside the hours of 10am (10:00) to 7pm (19:00), it will be deemed to have been received at 10am (10:00) on the next Business Day.
All rights reserved by 12Go Asia Pte.
16 Raffles Quay, #33-03 Hong Leong Building, Singapore 048581