Reseller Agreement
This Reseller Agreement (the “Agreement”) is entered into between LIVA DOT COM (ASIA) CO., LTD. (hereinafter “LIVA.COM”, “we”, “us”), TAT License 31/01211, and the partner identified in the Partner Portal (hereinafter the “Reseller”, “you”).
It governs your promotion and resale of passenger transport services made available through www.liva.com and its affiliated websites, including phuketferry.com, ferrysamui.com and baliferry.com (together, the “Sites”).
By accepting this Agreement in the Partner Portal you confirm that you are authorised to bind the Reseller and that you accept these terms in full.
1. Definitions
“Booking” means a confirmed reservation for passenger transport made through the Sites and attributed to the Reseller.
“Commission” means the amount payable to the Reseller in respect of a Booking, calculated under clause 5.
“Partner Portal” means the secure interface through which the Reseller accesses their referral code, commission statements, payout details and this Agreement.
“Provider” means the transport operator that performs the journey and in whose name and on whose behalf LIVA.COM sells.
“Referral Code” means the unique code or link issued to the Reseller and used to attribute a Booking.
“Traveller” means the end customer who purchases and travels.
2. Nature of the arrangement
LIVA.COM is a web-based tool that allows travellers to search for, compare and book passenger transport offers in the name of and on behalf of its Providers. LIVA.COM does not operate transport services itself and exercises no economic control over its Providers.
Accordingly, the contract of carriage is formed between the Traveller and the Provider. The Reseller is not a party to that contract, does not carry the Provider’s obligations, and must not represent itself as the carrier.
Nothing in this Agreement creates a partnership, joint venture, franchise or employment relationship between the parties. The Reseller is an independent contractor and has no authority to incur any obligation on behalf of LIVA.COM except as expressly permitted here.
3. Appointment
LIVA.COM grants the Reseller a non-exclusive, non-transferable, revocable right to promote the Sites and to generate Bookings using their Referral Code, for the term of this Agreement and in the territories agreed in the Partner Portal.
The appointment is personal to the Reseller. It may not be sub-licensed, assigned or made available to any third party without our prior written consent.
4. Reseller obligations
The Reseller shall:
(a) present schedules, prices, availability and conditions accurately, and never guarantee a service, seat, departure or price that the Sites do not show as available;
(b) make clear to Travellers that the transport is performed by the Provider and that the Provider’s conditions of carriage apply;
(c) not make misleading, exaggerated or unauthorised claims about LIVA.COM, the Sites, any Provider or any journey;
(d) not use unsolicited email, messaging or any other form of spam, and not engage in cookie stuffing, typosquatting, forced clicks, or bidding on LIVA.COM or Provider brand terms in paid search, without our prior written consent;
(e) not present the Sites within a frame, replicate them, or misrepresent their content;
(f) hold and maintain any licence, registration or authorisation required to carry on its business, and comply with all applicable law including consumer protection, advertising, anti-bribery, sanctions and tax law;
(g) keep its Partner Portal credentials secure and notify us without undue delay of any suspected compromise.
5. Commission
Commission is calculated on each attributed Booking under whichever scheme is recorded for the Reseller in the Partner Portal:
(a) a percentage of the booking value, at the rate shown in the Partner Portal; or
(b) a fixed amount per Booking, in the amount shown in the Partner Portal.
The applicable scheme and rate are those in force in the Partner Portal at the time the Booking is made. We may change a Reseller’s scheme or rate on reasonable prior notice; a change does not affect Commission already accrued on Bookings made before it takes effect.
Commission accrues when a Booking is confirmed and is recorded in the Partner Portal with a status of pending. It becomes payable in accordance with clause 6.
Reversal. Where a Booking is cancelled, refunded in whole or in part, charged back, or is found to have been generated in breach of clause 4, the associated Commission is reversed or adjusted accordingly. Where the Commission has already been paid, the adjustment is applied against future Commission or, if none is expected, becomes repayable to us on request.
Commission is calculated on the transport value of the Booking, excluding taxes, booking or payment fees, insurance and any third-party charge, unless the Partner Portal states otherwise.
6. Payment
Commission is paid to the payout method recorded in the Partner Portal (bank transfer, PayPal or Wise), in the currency shown there.
Payment is made once the accrued balance reaches the payout minimum recorded for the Reseller and the associated Bookings have travelled and passed any applicable cancellation window. Balances below the minimum carry forward.
The Reseller is responsible for its own taxes and, where required, for issuing a valid invoice. Amounts stated are exclusive of VAT or equivalent, which is added where applicable. Where law requires us to withhold or deduct, we will do so and account for it.
Bank or transfer charges levied by the Reseller’s own institution are borne by the Reseller. We may withhold payment of a disputed amount while it is investigated under clause 8.
7. Brand and intellectual property
We grant the Reseller a limited, non-exclusive, revocable licence to use the LIVA.COM name, logos and marketing materials solely to promote the Sites under this Agreement, and only in the form we supply. All goodwill in those marks accrues to us.
The Reseller must not register or attempt to register any domain name, trade mark, social account or business name that incorporates or is confusingly similar to our marks or those of any Provider. On termination, the Reseller shall cease all use of the marks and remove them from its materials without undue delay.
8. Suspension and fraud
We may suspend a Referral Code, withhold Commission, or suspend access to the Partner Portal with immediate effect where we reasonably suspect fraud, manipulation of attribution, breach of clause 4, or any act that exposes LIVA.COM, a Provider or a Traveller to loss or legal risk.
We will tell the Reseller that we have done so and, so far as we reasonably can without prejudicing an investigation, why. Suspension is not a waiver of any other right.
9. Data protection
Each party shall comply with applicable data protection law, including the Thai Personal Data Protection Act and, where it applies, the EU General Data Protection Regulation.
Where the Reseller handles Traveller personal data in connection with a Booking, it does so as an independent controller for its own purposes and as our processor only where we have said so in writing. Where processing on our behalf is required, the separate Data Processing Agreement available in the Partner Portal applies and takes precedence over this clause in the event of conflict.
The Reseller shall not use Traveller personal data obtained through this arrangement for its own marketing without a lawful basis and an appropriate notice to the individual.
10. Confidentiality
Each party shall keep confidential the non-public information of the other disclosed under this Agreement, including commercial rates, volumes and product plans, and shall use it only for the purposes of this Agreement. This obligation does not apply to information that is or becomes public other than by breach, was already lawfully held, or must be disclosed by law or a competent authority.
This clause survives termination for three years.
11. Warranties and liability
Each party warrants that it has the power to enter into this Agreement and will perform it with reasonable care and skill.
The Sites and the Partner Portal are provided on an “as available” basis. We do not warrant uninterrupted availability, and we are not liable for the acts, omissions, delays, cancellations or service quality of any Provider.
Neither party is liable for indirect or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings. Our total aggregate liability under this Agreement in any twelve-month period is limited to the total Commission paid or payable to the Reseller in that period.
Nothing in this Agreement limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.
12. Indemnity
The Reseller shall indemnify us against loss, damage and reasonable costs arising from its breach of clause 4 (Reseller obligations), clause 7 (Brand and intellectual property) or clause 9 (Data protection), or from any misrepresentation it makes to a Traveller.
13. Term and termination
This Agreement begins when the Reseller accepts it in the Partner Portal and continues until terminated.
Either party may terminate for convenience on thirty (30) days’ written notice. Either party may terminate immediately on written notice if the other commits a material breach that is not remedied within fourteen (14) days of being asked to remedy it, or becomes insolvent.
On termination the Reseller shall stop using the Referral Code and our marks. Commission properly accrued on Bookings made before termination remains payable under clause 6, subject to reversal under clause 5. Clauses 9, 10, 11, 12 and 15 survive termination.
14. Changes to this Agreement
We may publish a new version of this Agreement. When we do, the Partner Portal will show the new version as requiring acceptance, and will record which version the Reseller accepted, when, and by whom.
Continued use of the Referral Code after a new version is published and notified does not by itself constitute acceptance; the Reseller must accept the new version in the Partner Portal. We may suspend a Referral Code where a required version has not been accepted within a reasonable period.
15. Governing law and jurisdiction
This Agreement is governed by the laws of the Kingdom of Thailand. The parties submit to the exclusive jurisdiction of the courts of Bangkok, Thailand, save that either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.
The parties shall first attempt in good faith to resolve any dispute by discussion between senior representatives.
16. General
This Agreement, together with the documents it refers to in the Partner Portal, is the entire agreement between the parties on its subject matter and replaces any prior arrangement on that subject matter.
If any provision is held to be invalid or unenforceable, the remainder continues in force. A failure to enforce a right is not a waiver of it. Notices are given through the Partner Portal or to the contact details recorded there.
We may assign this Agreement to a group company or in connection with a reorganisation; the Reseller may not assign it without our prior written consent.
17. Language
This Agreement is drawn up in English. It may be made available in other languages for convenience only.
In the event of any inconsistency, ambiguity or conflict between the English version and any translation, the English version prevails and is the version by which the parties are bound.
Contact. Questions about this Agreement should be raised through the Partner Portal.
