Cruisewinkel NL

Please read carefully the following partner agreement. It forms the legal basis for the partnership between the partner (hereinafter referred to as "co-operation partner") and cruisewinkel.nl BV (hereinafter referred to as cruisewinkel) and is binding on both parties.

1 Preamble

1. cruisewinkel operates an online service via the URL http://www.cruisewinkel.de, which enables users to book cruises via the internet.
2. The Co-operation Partner operates one or more internet sites that enable users to view information furnished by the website operator. The subject matter of this agreement comprises the co-operation between cruisewinkel and the Co-operation Partner.
3. The co-operation is aimed at presenting on the Co-operation Partner's website the cruises made available by cruisewinkel to increase the value of the content and the sales of the products offered by cruisewinkel via the Co-operation Partner's website. This is done by way of a hyperlink from the homepage operated by the Co-operation Partner to the IBE made available by cruisewinkel and / or based on the XML interface made available by cruisewinkel.

2 Obligations / services on the part of cruisewinkel

1. cruisewinkel shall make available to cruisewinkel the cruise products / the IBE for worldwide bookings. cruisewinkel may state "powered by cruisewinkel" in the IBE. In that respect, the Co-operation Partner shall act exclusively as a travel agent without the existence of a contractual relationship between the Co-operation Partner and the end user. Customers shall be invoiced by cruisewinkel or the cruise operator.
2. cruisewinkel shall make available to the Co-operation Partner real-time reporting about the bookings generated via the Co-operation Partner's websites. The reporting shall, in particular, contain the following information:

• Number of bookings
• Number of enquiries and the total number of page impressions on the co-branded site
• sales evaluation (total sales)
• Cancellation reporting (number and reasons)

1. cruisewinkel reserves the right not to make certain data available within the IBE or the XML data. This may lead to the blanking out of the complete programme of individual shipping companies / operators.
2. Furthermore, cruisewinkel shall allocate to the Co-operation Partner a special identification number (Partner ID) for the homepage. By way of this Partner ID, cruisewinkel shall register the reservations made by the Co-operation Partner's users via the website (partner traffic).
3. The search function, the tabular overview of the search results (= "route list"), a view of the routes and the booking process shall, in particular, be made available by cruisewinkel. cruisewinkel shall make available the funds for the independent implementation of all functions for co-operation partners who use the XML interface.
4. The software shall be operated on a server of cruisewinkel or by a company commissioned by cruisewinkel. The customer and the Co-operation partner are not required to provide additional hardware. cruisewinkel shall endeavour to make the system available 24 hours a day. Liability on the part of cruisewinkel is excluded in the event of downtimes due to maintenance work/updates or downtimes that are the responsibility of system-related third parties.
5. In dealings with the end user, cruisewinkel shall accept a booking by way of forwarding a confirmation of order. cruisewinkel is entitled to reject bookings for objective reasons. If a travel contract has been brought about, cruisewinkel, or the cruise operator, shall process the contract at its own responsibility. cruisewinkel is to clearly and expressly draw the customer's attention to the fact that it is entering into the contract with cruisewinkel or the corresponding operator.

2.8     cruisewinkel shall take its respective general terms and conditions of business and those of the respective promoter as a basis for the contract entered into with the customer.

1. cruisewinkel expressly guarantees that the supplied content, in particular the XML data and the content on its homepage, does not violate any existing laws of the Federal Republic of Germany, in particular that such content does not glorify violence or infringe upon personality rights, and in other respects the content does not infringe upon third party rights.

3 Obligations / services on the part of the Co-operation Partner

1. The Co-operation Partner expressly guarantees that the content of the homepages on which the cruisewinkel IBE is incorporated, does not violate any existing laws of the Federal Republic of Germany, in particular that such content does not glorify violence or infringe upon personality rights, and in other respects the content does not infringe upon third party rights.
2. If the Co-operation Partner uses the XML interface made available by cruisewinkel, the conditions of use set out in Annex 1 shall become an integral part of this Co-operation Agreement.
3. The Co-operation Partner is neither entitled to represent cruisewinkel in legal transactions nor to collect.
4. The Co-operation Partner is not entitled to offer the travel programme put together by cruisewinkel at a price other than the price currently specified by cruisewinkel. The Co-operation-Partner is to present the travel programmes in its database in full and without change, and must comply with the update intervals specified by cruisewinkel.
5. The Co-operation Partner is entitled to temporarily or permanently discontinue its services provided cruisewinkel violates its obligations resulting from this contract irrespective of a warning.
6. The Co-operation Partner shall assume the product integration and the marketing activities regarding the advertising of the cruisewinkel cruises on its website and as part of its other advertising activities.
7. The Co-operation Partner undertakes not to place keywords and advertisements in search machines (e.g. Google Adwords) for the "cruisewinkel" brand.
8. All advertising space (banner advertising, sponsoring and the like) on the Co-operation Partner's homepage, in particular the pages containing the cruisewinkel's content, shall be marketed exclusively by the Co-operation Partner. This does not result in an obligation on the part of the Co-operation Partner to market the advertising space at all or to a certain extent.
9. The Co-operation Partner shall state the name of a responsible person to cruisewinkel who shall have at his disposal the required technical knowledge to facilitate the proper ongoing support of the cruisewinkel cruises on the partner site.
10. The Co-operation Partner undertakes to inform cruisewinkel about technical alterations to the page stated in the Preamble that give rise to necessary technical alterations by cruisewinkel at least two weeks before the alteration comes into force.
11. If the Partner plans load tests or security checks regarding the application, this is to be harmonised with cruisewinkel in advance.
12. The Co-operation Partner has not power of attorney whatsoever to negotiate or enter into contracts in cruisewinkel's name or give assurances or other undertakings on behalf of cruisewinkel.
13. The Co-operation Partner is aware of the fact that the data forwarded to or by the Co-operation Partner as part of this agreement are subject to cruisewinkel's general terms and conditions of business.

4 Remuneration

1. For each cruise booking that is made via the Co-operation Partner's online booking tool via the  pages stated in the preamble, cruisewinkel shall pay to the Co-operation Partner 4.0% for each generated net booking sale ( = gross sales less ancillary services not liable to commission such as port fees).
2. cruisewinkel shall make the commission settlement available to the Co-operation Partner in each case by the 10th workday of each month. In each case the commission for all the bookings that meet the following conditions shall fall due for settlement: a) the bookings were made via the Co-operation Partner's website, B) the end of the travel period of the booked trip was in the previous month. The due amount shall be transferred within 10 days once the settlement has been drawn up. After 30 days without objection this shall be deemed checked and accepted.
3. The Co-operation Partner and cruisewinkel are to harmonise adjustments relevant to costs.

5 Term of contract

1. The partner agreement begins with the sending of the online form to cruisewinkel and can be terminated at any time by the parties without giving reasons. In the case of cancellation, the commission shares attributable to the cooperation partner will be settled once more 6 months after the contract has been terminated. After this period incoming commissions will be collected entirely by cruisewinkel.
2. This does not affect the right to terminate without notice for good cause. Good cause is deemed, in particular, gross violations of the contractual obligations of the respective other contracting party, which are not stopped irrespective of a written request within 14 days following receipt of the request;

• Insolvency of one party;
• Proven serious contract on the part of one contracting party that has a detrimental effect on business.

6 Granting rights

1. cruisewinkel assures that it is in possession of all copyright and/or utilisation rights or other third party rights regarding all content stated in the previous points.
2. cruisewinkel grants the Co-operation Partner the worldwide basic utilisation rights to the content made available as part of this agreement that are required for unrestricted evaluation via the internet for executing this agreement.
3. This includes, in particular, the online access and transmission right and the right to make available on demand, the broadcasting right, the duplication and dissemination right and the archiving and database right in each case by way of including of all digital and analogue transmission and call-up technologies, in particular via cable, radio (terrestrial) and microwave by way of including of all procedures (in particular GSM, GPRS and UMTS etc.), satellites by way of inclusion of direct satellites, by way of use of all known protocols and languages (in particular TCP/IP, HTTP, WAP, HTML and XML, etc.) and by way of inclusion of all reception devices in particular such as PC, mobile telephone, pocket PC, car radios, computer networks and any other terminals.
4. The granting of rights applies for the term of this agreement. The utilisation rights shall be assigned exclusively as basic rights only. This means cruisewinkel continues to remain further entitled to dispose of the rights to the content and materials that are the subject matter of contract. At the end of this agreement, the Co-operation Partner shall transfer to cruisewinkel the use of the content that was made available and either return materials that the respective contracting party had supplied or furnish proof of the destruction of these.
5. The Co-operation Partner acknowledges that all rights regarding the software and the data of the XML interface are held by cruisewinkel, and the Co-operation Partner shall not take any action that could have a detrimental effect on these rights the Co-operation Partner shall inform cruisewinkel of third party legal infringements of which the Co-operation Partner gains knowledge. The Co-operation Partner shall refrain from taking any action that changes the outer appearance or the content of the IBE, for example by way of (partial) overlaying cruisewinkel's content with its own content.
6. The contracting parties shall, in particular, not take any action that shall be considered an infringement in the trademark rights.
7. The company logos of cruisewinkel and the Co-operation Partner are to be used exclusively in conjunction with the subject matter of contract. The licenses may not be assigned. Neither party is entitled to grant sub-licenses.
8. cruisewinkel guarantees to hold the right of disposal regarding the rights granted in respect of this contract, in particular the required copyright and performance protection law utilisation rights. cruisewinkel furthermore guarantees that third party personality rights or other third party rights shall not be infringed upon by evaluating the content as per agreement.
9. cruisewinkel renders the Co-operation Partner exempt from third party claims that may be asserted in conjunction with evaluation of the content as per agreement or the failure to comply with cruisewinkel's obligations in accordance with sub-section 2. The costs eligible for reimbursement also include the reasonable cost of a legal defence and prosecuting legal action that the Co-operation Partner may incur in the case of exercising the rights assigned to the Co-operation Partner by way of this agreement or to ward off third party claims. However, the Co-operation Partner shall inform cruisewinkel without delay of legal defence measures and legal action that are to be adopted, and give cruisewinkel the opportunity for its part to conduct proceedings against the third party/parties. The same applies to the Co-operation Partner insofar as third parties take legal action against cruisewinkel as a result of the Co-operation Partner's content on its homepage.

7 Warranty, liability and data protection

1. All legal transactions associated with cruisewinkel's offers and services on the Co-operation Partner's internet pages are incumbent upon and subject solely to cruisewinkel. This applies, in particular, to honouring and the liability for claims associated with using the offers.
2. In the event that the Co-operation Partner is liable to third parties because of alleged inaccuracy of information and details in conjunction with the content supplied by cruisewinkel, cruisewinkel shall render the Co-operation Partner exempt in full from all third party claims and reimburse in full the arising cost of the legal defence.
3. None of the parties shall be liable to the other for:      

• disruptions to the communications networks of other operators.
• Computer failure in the case of internet providers or online services or incomplete and/or non-updated offers from so-called proxy servers (intermediate data storage) of commercial or non-commercial providers and online services insofar as this considerably hampers or completely rules out the parties' access to the offer.

1. Both parties shall bear the risk of the technical usability of their respective programme as part of this contract provided the usability is not restricted or completely ruled out as a result of force majeure, strikes, statutory or official provisions and/or similar reasons.
2. Apart from this, each of the two parties are responsible for the availability of their websites and shall ensure that their websites are freely available for the customers and shall make every effort to ensure that no prohibited content is published on these pages.
3. The parties guarantee to comply with all data protection law provisions. In the event that a party violates data protection law provisions, and the other party sustains any type of damage as a result (including reputational damage), the former party undertakes to compensate the latter appropriately and release it from any third party claims based on the violation of these provisions.
4. Both parties undertake to treat in confidence data that may be forwarded and treat them in line with the data protection provisions and only to use them as part of the services taken as a basis for this contract and for the purpose of settlement provided this is required for performing the business transactions that have been entered into, is legally permissible and is requested by the customer.  This obligation shall continue to apply following the end of this contract without change and for an unlimited period of time. The parties shall place their employees under obligation to maintain secrecy to the same extent. The requirements of the German Telemedia Act (TMG) and the German Federal Data Protection Act are to be complied with. This applies, in particular, to the data in relation to the end users.
5. The reservation data, including the credit card numbers, shall be forwarded by way of encryption.

8 Ownership rights

1. Each of the parties holds the media law responsibility for their websites or for the content they forward as "Telemedia Suppliers" within the meaning of Sections 2, No. 1, of TMG (German Telemedia Act). The content of TMG applies to this contract.
2. This agreement does not give rise to a partnership between the Co-operation Partner and cruisewinkel.

9 Public comments

1. The parties shall publish all press information, issue all press releases, make other public comments or otherwise make such information available to third parties about entering into or executing this contract exclusively by way of prior, common consent.
2. Texts that have been released for publication may be used up until the authorisation is revoked or in the event of limited authorisation up until the period expires. The parties are entitled to state the respective other party as partners.

10 Confidentiality

1. The contracting parties shall maintain secrecy in dealings with third parties regarding the content of this contract and all associated information, documents and data as well as internal company matters of the respective other contracting party, planning and alliances etc. that are not in the public domain, and not make these available to third parties.  The contracting parties undertake to adopt all appropriate measures to honour the obligation of this provision. This also applies to the period of one year following the end of the contract.
2. The obligation does not apply insofar as this contract expressly provides authorisation for disclosure, authorises third parties to gain knowledge of it and parties are legally or contractually under obligation to maintain secrecy or  insofar as the confidentiality conflicts with safeguarding own claims.

11 Miscellaneous

1. This agreement constitutes the sole agreement entered into by the parties regarding its subject matter of contract. It replaces agreement or preliminary contracts etc. that may have been entered into in the past.
2. In the event that a provision of this agreement proves to be invalid impracticable or contain a loophole, this shall not affect the validity of the other provisions. The parties undertake at this point in time to replace the invalid or impracticable provision or the loophole with a provision which in economic terms comes closest to the joint will of the parties upon entering into this contract that was intended by way of the invalid or impracticable provision or the loophole.
3. Frankfurt am Main is deemed the exclusive place of jurisdiction provided this does not conflict with obligatory legal requirements.
4. None of the parties may assign rights resulting from this agreement, or this agreement as such, to third parties without prior approval by the other party. "Third parties" within the meaning of the above sentence are not affiliated companies within the meaning of Sections 15 et seq. AktG (German Company Law).
5. Verbal subsidiary agreements have not been entered into. Supplementary information regarding and amendments to this Co-operation Agreement are subject to the written form in order to be deemed valid.
6. German law applies by way of exclusion of the UN Convention on Contracts for the International Sale of Goods.