Zas Tours AFFILIATE AGREEMENT

By signing up, the Affiliate agrees to be bound by the terms of this Agreement:

IT IS AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 The definitions shall have the following meanings:

• Zas Tours: Refers to the brand owned and operated by Zas Travel O.E. For the purposes of this Agreement, all references to "Zas Tours" shall be understood as referring to Zas Travel O.E., its legal entity, and any related operations, obligations, or liabilities.
• Affiliate Site: The website, app, or other platform through which the Affiliate markets, promotes, or advertises the Principal’s products or services, as specified in this Agreement or related documentation.
• Commencement Date: The date on which this Agreement comes into effect, as agreed upon by the Parties in writing.
• Commission: The monetary compensation or percentage of revenue earned by the Affiliate for fulfilling its obligations under this Agreement, as outlined in this document or an accompanying schedule.
• Competitor: Refers to any entity offering products or services that compete directly with Zas Tours or its suppliers.
• Control: "Control" means the ability of a person, directly or indirectly, to direct or cause the direction of the management and policies of another person, whether through ownership of voting rights, shares, contractual arrangements, or any other means. The terms "Controls," "Controlled," and "Controlling" shall be interpreted accordingly.
• Customer: Any person accessing the Zas Tours Website via the Zas Tours Materials that have been placed on the Affiliate Site.
• Data Protection Law: All applicable laws and regulations relating to the collection and processing of personal data, including but not limited to the General Data Protection Regulation (GDPR) and other relevant local data protection laws.
• Zas Tours Site: A Zas Tours-hosted website enabling Customers to book excursions provided by suppliers of excursions, tours, or related services.
• Zas Brands: 'Zastours.com,' 'Zasferries.com,' 'Zas Tours,' 'Zas Ferries,' and any similar trade names or branding.
• Zas Tours Marketing Guidelines: Written guidelines for using Zas Tours Materials by the Affiliate, as updated by Zas Tours from time to time.
• Zas Tours Materials: Banners, links, logos, and other materials provided by Zas Tours to the Affiliate for placement on the Affiliate Site.
• Zas Tours Terms: The following terms and identifiers: Zas Tours, zastours, zastours.com, www.zastours.com, zas.gr (including any associated top-level domains).
• Zas Tours Supplier IP: Any material, content, database, or branding owned by suppliers of excursions, tours, or activities, including logos and publicity materials.
• Excursions: Tickets for excursions, tours, and activities offered by Zas Tours and described on the Zas Tours Site.
• Intellectual Property Rights: Patents, copyrights, trademarks, trade names, domain names, designs, goodwill, trade secrets, and any other intellectual property rights, whether registered or unregistered, and any applications or renewals thereof.
• Personal Data: Has the meaning given to it in applicable Data Protection Law (and related terms such as "process" have corresponding meanings).

1.2 References to statutes or statutory provisions shall include any amendments, modifications, or re-enactments, as well as subordinate legislation or regulations.

1.3 References to clauses and schedules are to clauses and schedules of this Agreement unless the context otherwise requires.

1.4 The rule of ejusdem generis shall not apply, and general words shall not be given a restrictive meaning by reason of specific preceding examples.

2. ZAS TOURS OBLIGATIONS

2.1 Zas Tours shall pay the Affiliate the Commission in accordance with this Agreement.

2.2 All sums payable under this Agreement are exclusive of applicable taxes.

2.3 For the duration of this Agreement, the Affiliate agrees that it is registered for Sales Tax and will not raise Sales Tax invoices for the Commission. The Affiliate will notify Zas Tours immediately if the Affiliate ceases to be registered for Sales Tax, transfers its business as a going concern or becomes registered for Sales Tax under another Sales Tax registration number.

3. COMMERCIAL TERMS

3.1 Commissions may vary by product. The Affiliate is not entitled to a detailed breakdown of commission rates. Items such as booking fees and card processing fees are non-commissionable.

3.2 Commission shall only be payable to the Affiliate:

• In accordance with the agreed payment terms;
• After the excursion has concluded; and
• Once the total Commission exceeds €100. Unpaid balances below this amount will roll over to the following month.

3.3 Zas Tours will provide an electronic record of all earned commissions via the zastours.com website via the affiliate dashboard.

3.4 Zas Tours shall pay commissions within a maximum of 150 days after the conclusion of relevant excursions but will endeavour to pay commissions at the end of each calendar month.

3.5 Zas Tours reserves the right to terminate this Agreement if the Affiliate generates excessive system requests without producing bookings.

4. AFFILIATE’S OBLIGATIONS

4.1 The Affiliate agrees to:

• Act in good faith and promote Zas Tours' best interests;
• Comply with Zas Tours Marketing Guidelines;
• Provide accurate and timely information as reasonably requested by Zas Tours.

4.2 The Affiliate must not engage in activities that harm Zas Tours’ reputation, including but not limited to promoting illegal or inappropriate products or services.

4.3 The Affiliate agrees that it will not:

• Undertake any paid advertising activities, including but not limited to Pay-Per-Click (PPC) advertising (such as Google Ads or other Cost-Per-Click campaigns) or remarketing/retargeting campaigns, for the purpose of selling excursions and earning commissions via the Affiliate Program;
• Take or omit to take any action which may damage or negatively affect Zas Tours’ relationship with any supplier of excursions, tours, or related services available on the Zas Tours Site;
• Cause or permit any action that may result in Zas Tours being excluded from or negatively impacted in the process of booking with any supplier of excursions, tours, or related services;
• Bid for, purchase, or use the name “Zas Tours” (or any Zas Tours-related terms) to display sponsored advertising to internet users through any search engine;
• Use supplier names, such as "Caldera Yachting" or "Jason Cruises," in any paid or non-paid advertising;
• Use any term, variation, or misspelling of Zas Tours-related terms or supplier names in ad copy, metadata, or paid campaigns, including keyword campaigns;
• Use Zas Tours branding for unauthorized paid marketing activities on social media platforms or price comparison sites;
• Misrepresent the relationship between the Affiliate and Zas Tours in any content;
• Misrepresent the relationship between the Affiliate and the suppliers associated with Zas Tours in any content, including but not limited to falsely implying or pretending to be the supplier of the excursion;
• The Affiliate shall not present any content appearing on the Affiliate Site, or use techniques, to artificially influence search engine rankings or give the Affiliate Site a higher ranking or display than it would otherwise have, or be displayed or ranked higher than it otherwise should be, if such actions or omissions (as appropriate) and/or techniques (including, but not limited to, using automatically generated content, participating in link schemes, cloaking, sneaky redirects, hidden text or links, doorway pages, scraped content and abusing rich text snippets ) had not been used;
• The Affiliate agrees to adhere to Google’s Webmaster Guidelines, including but not limited to its anti-spam policies, and ensure that all marketing, promotional, and SEO activities conducted in connection with Zas Tours comply with these guidelines;
• The Affiliate shall comply immediately with any request from Zas Tours  to cease using any term in any paid search or SEO;
• The Affiliate shall not advertise Excursions or Zas Tours or a supplier of excursions, tours etc. through travel search sites or price comparison sites;
• The Affiliate will notify Zas Tours where it becomes aware of any third party purchasing Zas Tours or Zas Tours Terms on any internet search  engine;

4.4 The Affiliate agrees to comply with all anti-spam regulations and Zas Tours' requests to avoid regulatory breaches.

4.5 If Zas Tours becomes aware of behaviour by the Affiliate that breaches Zas Tours’ or a supplier of excursions, tour’s Intellectual Property Rights, then Zas Tours will notify the Affiliate and the Affiliate will immediately remedy its breach.

5. DATA PROTECTION

5.1 Each party is responsible for compliance with applicable Data Protection Laws regarding any Personal Data it processes independently under this Agreement.

5.2 The Affiliate must maintain a compliant privacy policy on its site and obtain any required user consents.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Zas Tours retains ownership of its Intellectual Property Rights, and no implied licenses are granted.

6.2 The Affiliate may use Zas Tours Materials only during the term of this Agreement for promotional purposes.

6.3 Upon termination, the Affiliate must immediately cease using Zas Tours Materials and Supplier IP.

6.4 The Affiliate agrees that it shall not:

6.4.1 Copy, reproduce, modify, create derivative works from, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Zas Tours Materials or Operator IP;

6.4.2 Attempt to register any Intellectual Property Rights on behalf of Zas Tours; and

6.4.3 Take, omit to take, or authorize any third party to take or omit to take, any action that could invalidate or conflict with the Intellectual Property Rights in the Zas Tours Materials or the Zas Tours Supplier IP.

6.5 At the request of Zas Tours, the Affiliate shall take all reasonable steps during the term of this Agreement to assist Zas Tours in maintaining the validity and effectiveness of its Intellectual Property Rights in the Zas Tours Materials or Zas Tours Supplier IP, including participating in or defending any legal or dispute resolution proceedings concerning intellectual property matters.

7. WARRANTIES

7.1 Each party warrants that:

• It is authorized to enter into this Agreement;
• It will comply with all applicable laws and regulations; and
• It will not make representations on behalf of the other party without prior consent.

8. LIABILITY

8.1 Nothing in this Agreement shall limit or exclude the liability of either party for:

• Death or personal injury caused by its negligence, or the negligence of its employees, Affiliates, or subcontractors (as applicable);
• Fraud or fraudulent misrepresentation; or
• Any other matter for which it would be unlawful to exclude or restrict liability.

8.2 The Affiliate shall indemnify and keep indemnified Zas Tours against any liabilities, losses, costs, or damages incurred by Zas Tours as a direct or indirect result of the Affiliate’s breach of Clause 4 (Affiliate’s Obligations), Clause 5 (Data Protection), or Clause 10.2 (Consequences of Termination).

8.3 Subject to Clause 8.1 and without prejudice to the Affiliate's indemnification obligations in this Agreement, neither party shall under any circumstances be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:

• Any consequential, indirect, or punitive damages;
• Loss of reputation, goodwill, or anticipated profits; or
• Any indirect or secondary consequences arising from an act or omission of the party in question.

8.4 The total liability of Zas Tours to the Affiliate for all other losses or damages arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the lesser of:

• €5,000; or
• The total amount of commission paid to the Affiliate in the 12 months preceding the event giving rise to the claim.

8.5 Zas Tours shall not be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorist activities, civil unrest, government actions, or other force majeure events. In such circumstances, Zas Tours’ obligations shall be suspended for the duration of the event. If the force majeure event continues for more than one month, either party may terminate this Agreement by giving 30 days’ written notice to the other party.

8.6 Any claim arising under this Agreement must be brought within 6 months of the event giving rise to the claim. Claims brought outside this period shall be deemed time-barred and invalid.

9. TERMINATION

9.1 Zas Tours may terminate this Agreement at any time with immediate effect.

9.2 Upon termination, the Affiliate must cease all marketing activities, remove Zas Tours branding, and comply with any outstanding obligations.

10. CONSEQUENCES OF TERMINATION

10.1 The termination of this Agreement shall be without prejudice to the rights, obligations, and remedies of the Parties that have accrued prior to the date of termination.

10.2 Upon termination of this Agreement, the Affiliate shall immediately:
10.2.1 Cease to promote, market, or advertise the Excursions;
10.2.2 Cease to describe itself as an Affiliate of Zas Tours; and
10.2.3 Cease all use of trademarks, trade names, brand names, and other intellectual property belonging to Zas Tours or its suppliers, including but not limited to Zas Tours Materials and Supplier IP.

10.3 Termination of this Agreement shall not affect the Affiliate’s entitlement to commission for sales of Excursions that were concluded prior to the termination date. Zas Tours shall honor all such commissions in accordance with the terms of this Agreement, provided the relevant transactions meet the conditions set out herein.

10.4 The following clauses shall survive termination of this Agreement and continue in full force and effect: Clauses 2.2, 5.4, 5.5, 7, 8, 9, 10, and any other clauses which, by their nature or purpose, are intended to survive termination.

11. GENERAL

11.1 Confidentiality

Each party undertakes that it will not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by this Agreement or as required by law, regulatory authority, or court order. Each party may disclose the other party's confidential information:

• To its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the party's obligations under this Agreement. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party's confidential information comply with this clause.
• As required by law, a court of competent jurisdiction, or any governmental or regulatory authority.

No party shall use any other party's confidential information for any purpose other than to perform its obligations under this Agreement.

11.2 Notices

Any notice given under this Agreement shall be in writing (including by email) and shall be delivered to the relevant party at its registered office or such other address as that party may have specified to the other in writing. This clause does not apply to the service of any proceedings or other documents in any legal action.

11.3 No Partnership or Agency

Nothing in this Agreement shall create, or be deemed to create, a partnership or joint venture between the parties. Neither party shall have authority to act as agent for, or to bind, the other party in any way unless expressly provided otherwise in this Agreement.

11.4 Assignment and Subcontracting

The Affiliate shall not assign, transfer, charge, subcontract, or deal in any other manner with its rights and obligations under this Agreement without Zas Tours’ prior written consent. Zas Tours may at any time assign, transfer, charge, subcontract, or deal in any other manner with its rights under this Agreement.

11.5 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that it has not relied on any statement, representation, assurance, or warranty not set out in this Agreement.

11.6 Variation and Waiver

Zas Tours reserves the right to make changes to this Agreement from time to time. Any material alterations will be notified to the Affiliate via email. The Affiliate's continued provision of the services shall signify its agreement to such changes.

A waiver of any right or remedy under this Agreement is only effective if given in writing. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy.

11.7 Severability

If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

11.8 Force Majeure

Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control, including but not limited to acts of God, war, terrorist activity, riot, civil commotion, fire, flood, or storm. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance has been delayed or failed to be performed.

If the period of delay or non-performance continues for one month, the party not affected may terminate this Agreement by giving 30 days' written notice to the affected party.

11.9 Third-Party Rights

A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.

11.10 Governing Law and Jurisdiction

This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the laws of Greece and applicable European Union regulations.

Each party irrevocably agrees that the courts of Greece shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation.

11.11 Counterparts

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.