§ 1 Subject Matter and Scope
(1) Activento GmbH, Kolonnenstraße 8, 10827 Berlin, Germany (“Activento”) operates a booking and management platform for organisers and providers of tours, activities and experiences (“Operators”). This agreement governs Activento’s sales partner programme: the sales partner recommends Activento to entrepreneurs and receives a commission for successfully referred Operators in accordance with this agreement.
(2) The programme is directed exclusively at entrepreneurs within the meaning of § 14 of the German Civil Code (BGB). On registration, the sales partner confirms that it is acting in the exercise of its trade, business or profession.
(3) This agreement concerns only the relationship between Activento and the sales partner. The contractual relationship between Activento and a referred Operator is governed solely by Activento’s General Terms and Conditions (“Terms”). Resellers and affiliates of individual Operators who broker bookings for an Operator are not the subject of this agreement. The terms of use for invited users apply to their access.
(4) The platform’s security and usage rules apply in addition to the partner login (keep credentials secret, no handing over to third parties, no abusive use).
§ 2 Participation and Registration
(1) Participation requires registration and activation by Activento. There is no entitlement to admission to the programme; Activento may refuse admission without stating reasons.
(2) Complete and accurate information must be provided on registration, in particular the company name or name of the business, business address, country and, where available, VAT identification number. Changes to this information and changes in VAT status (e.g. entering or leaving the small-business scheme) must be notified to Activento without delay; they form the basis of the settlement under § 8.
(3) Operators may also become sales partners. To do so, they register additionally and separately as sales partners; the same conditions apply as for all other sales partners. If the partner registration is made with the same e-mail address as an existing Operator account, Activento links the two accounts.
§ 3 Status of the Sales Partner
(1) The sales partner acts as an independent entrepreneur in its own name and for its own account. It is not an employee, commercial agent or other representative of Activento.
(2) The sales partner is a mere referrer: it points prospective customers to Activento and establishes contact. It is not obliged to advertise for Activento, to make recommendations or to achieve a particular result, and it is not permanently entrusted with brokering. It has no authority to make or receive declarations on behalf of Activento, to conclude contracts for Activento or to make commitments regarding prices, functions or conditions.
(3) Both parties remain free: the sales partner may also recommend other products and providers; Activento may acquire customers itself and through third parties. There is no exclusivity in either direction.
(4) Whether Activento concludes a contract with a referred prospective customer is decided freely by Activento; there is no obligation to conclude a contract. The customer relationship with referred Operators exists exclusively between Activento and the Operator.
§ 4 Referral Channels and Attribution
(1) A referral is attributed to a sales partner via one of the following channels:
- Referral link: if a prospective customer registers as an Operator via the sales partner’s personal link, the referral is attributed to the sales partner. If the prospective customer consents on the Activento website, the attribution is additionally pre-registered for 30 days (browser cookie); a registration within this period is then attributed as well.
- Referral code: a code cannot be entered at registration. The Operator redeems it within 24 hours of its registration in its profile (“My profile”); the attribution then takes place independently of the link channel. After the 24 hours have expired, redemption is excluded; the input field disappears permanently.
- Manual attribution: Activento may manually attribute an Operator to a sales partner (e.g. for personally brokered contacts), including an Operator that is already a customer of Activento. This requires that the sales partner demonstrably established the contact and that Activento attributes the conclusion or continuation of the contract to that referral. Commission starts at the time of the manual attribution; no commission arises for billing periods that ended before the attribution.
(2) Only one attribution is possible per Operator; the attribution that first became effective is decisive. An existing attribution is not displaced by later links, codes or requests. If, exceptionally, several sales partners are involved in a referral, Activento decides at its reasonable discretion to whom the referral is attributed.
(3) With the attribution, the commission rate (§ 6) and the commission split (§ 7) for this Operator are fixed immutably (snapshot). Later changes to the programme conditions, the partner rate or the link/code settings affect only future attributions.
(4) There is no entitlement to attribution if the technical referral channel does not come about (e.g. missing consent of the prospective customer, deleted or blocked cookies, code not redeemed or not redeemed in time) and no manual attribution under paragraph 1 takes place either. In particular, the expiry of the 24-hour period under paragraph 1 does not give rise to any claim against Activento.
(5) Self-referral is excluded: no commission arises for accounts opened by the sales partner itself, its shareholders or owners, companies affiliated with it or economically identical businesses, in particular not for further own accounts of an Operator who is also a sales partner.
§ 5 Referral Links and Codes
(1) The sales partner receives a personal referral link and can create and deactivate additional link variants (e.g. for individual campaigns) and referral codes in the partner dashboard.
(2) Each code can be redeemed exactly once; the usage limit cannot be increased. A maximum of three simultaneously active codes is permitted per sales partner. A redeemed code is deactivated automatically and cannot be reactivated. Codes must comprise at least eight characters and contain at least one upper-case letter, one lower-case letter and one digit; upper and lower case are decisive on redemption.
(3) Referral codes are intended for targeted, personal recommendation (e.g. trade-fair contact, personal conversation); publishing them in social networks, forums, other publicly accessible channels or on platforms within the meaning of § 9 (4) is prohibited. The referral link is intended for reach beyond personal contacts; the restrictions of § 9 (4) apply to it.
(4) Activento may block or deactivate links and codes if there are concrete indications of use in breach of this agreement; § 10 remains unaffected.
§ 6 Commission
(1) For each Operator attributed to it, the sales partner receives an ongoing commission for the entire duration of the commissionable attribution (§ 12 (3)). The commission rate results from the agreement made at activation and is displayed to the sales partner in the partner dashboard. The rate fixed at attribution (§ 4 (3)) is always decisive, less any agreed commission split (§ 7).
(2) The assessment basis is all platform fees invoiced by Activento to the referred Operator (net, excluding VAT), in particular base fees, system fees and add-on base fees including the fees for each hosted website. The assessment basis is determined before deduction of a commission-split discount (§ 7). Activento remains free in structuring its fees vis-à-vis the referred Operators; individual conditions, discounts or later price changes reduce or increase the assessment basis accordingly without any claims of the sales partner against Activento arising from this.
(3) The following in particular are not part of the assessment basis:
- payment processing fees of the payment service providers (these are charged to the Operator directly by the payment service provider),
- the Operator’s revenue with its end customers,
- VAT as well as refunded or definitively defaulted fees under paragraph 4.
(4) The commission claim arises upon invoicing of the underlying platform fees to the referred Operator, but subject to the condition that the Operator actually pays these fees. If a fee is refunded in whole or in part, charged back or definitively defaults, the commission attributable to it lapses or is reduced accordingly; Activento may set off amounts already paid out against future commissions. As long as a fee is disputed or outstanding, Activento may suspend payment of the commission attributable to it.
§ 7 Commission Split in Favour of the Referred Operator
(1) The sales partner may pass on up to 10 percentage points of its commission rate to the referred Operator as a permanent discount (split). The split is set per referral channel (the partner’s default value, a deviating value per link variant or code, or individually in the case of manual attribution) and fixed immutably at attribution (§ 4 (3)).
(2) Activento grants the discount to the referred Operator as a reduction on its platform fees; it is calculated on the same assessment basis as the commission (§ 6 (2)). The sales partner’s commission for this Operator is reduced by the percentage points passed on. The split does not give rise to any payment claim of the sales partner against the referred Operator or vice versa.
(3) The split is the only benefit a referred Operator receives from the sales partner programme and the only permissible advantage the sales partner may hold out in connection with a referral. Further own payments, rebates or other incentives by the sales partner to referred parties are not permitted.
(4) The referred Operator’s discount is the Operator’s own entitlement and remains in place even when the commissionable attribution ends, in particular upon termination of this agreement (§ 12 (3)) and when the attribution is withdrawn because of a violation by the sales partner (§ 10): the Operator is not responsible for such circumstances and should not suffer for them; in these cases Activento bears the discount itself. This does not apply where the attribution was obtained by incorrect information or by collusion between the Operator and the sales partner, in particular where the Operator referred itself or a person attributable to it as a sales partner; in that case Activento may withdraw the discount together with the attribution for future billing periods (§ 10; § 20 (2) of the Terms).
§ 8 Settlement and Payout
(1) Activento settles commissions by self-billing (§ 14 (2) sentence 5 of the German VAT Act, UStG): Activento issues the statement of the commissions earned; the sales partner does not issue its own invoice. The sales partner may object to a self-billing document within 14 days of receipt; an objection does not affect commissions already earned and concerns only the form of settlement.
(2) For sales partners established in Germany, VAT is shown in the self-billing document insofar as the sales partner is subject to it; small businesses within the meaning of § 19 UStG must notify this. For sales partners established abroad, settlement is made without German VAT; the tax liability is governed by the rules on the place of supply and the reverse-charge procedure. The sales partner is itself responsible for the proper taxation of its commissions.
(3) Payouts are made cashless to the business account named by the sales partner, as a rule within 30 days of issue of the self-billing document. Every settled commission amount is paid out; there is no minimum payout threshold. Each payout requires complete master data under § 2 (2) and a named account of which the sales partner is the holder. Earned commissions are exclusively paid out; they are not offset against platform fees of the partner’s own Operator account.
(4) The settlement overview in the partner dashboard shows commissions aggregated per settlement period (total and number of items). No breakdown by individual referred Operators, their fee basis or percentages is provided, in order to protect the business secrets of the referred Operators; § 11 (2) applies in addition.
(5) On request, the sales partner provides Activento with the information Activento needs to fulfil statutory reporting and record-keeping obligations regarding provider and platform remuneration.
§ 9 Advertising Guidelines
(1) The sales partner advertises truthfully and transparently. Prohibited in particular are misleading statements about Activento, the platform, prices or conditions, commitments in Activento’s name and presenting itself as an employee, branch or authorised representative of Activento.
(2) The sales partner complies with competition and advertising law. Commercial communication must be identified as such (in particular disclosure of the partner remuneration where legally required). Electronic advertising (e.g. e-mail, messenger) is permitted only with the recipient’s prior express consent (§ 7 of the German Act Against Unfair Competition, UWG); bulk and spam mailings are prohibited. The sales partner is itself responsible for its advertising channels, their mandatory legal information (e.g. imprint) and the data-protection obligations on its own websites.
(3) The “Activento” brand and logo may be used only in the form provided or approved by Activento; the permission is non-exclusive, non-transferable and revocable at any time. Prohibited are the registration of confusingly similar domains, handles or signs and paid search-engine or platform advertising on the “Activento” brand and confusingly similar terms (brand bidding).
(4) The following is also prohibited:
- publishing referral codes on coupon, voucher, deal or cashback platforms and comparable directories, in social networks, forums or other publicly accessible channels; for referral links this applies to coupon, voucher, deal and cashback platforms and comparable directories,
- passing on links or codes to third parties for the purpose of such publication,
- technical manipulation of the attribution (e.g. forced or hidden cookie setting, injected clicks, automated registrations),
- incentives to referred parties beyond the commission split (§ 7 (3)).
§ 10 Withdrawal of Attribution and Suspension
(1) If the sales partner culpably violates § 4 (5), § 5 (3), § 7 (3) or § 9, Activento may withdraw the attributions affected by the violation. Upon withdrawal, no further commission arises for these Operators. Commissions already earned up to the withdrawal remain and are settled and paid out under § 8. The discount of the affected Operators remains in place unless § 7 (4) provides otherwise. Attributions not affected by the violation remain unaffected.
(2) An attribution is affected within the meaning of paragraph 1 if it is based on the objectionable referral channel, in particular any attribution via a published code or link (§ 9 (4)) and any attribution that came about through a manipulation under § 9 (4).
(3) In the event of serious or repeated violations, Activento may suspend the partner access and terminate this agreement extraordinarily. Publishing a referral code contrary to § 5 (3) and § 9 (4) counts as a serious violation; in that case Activento may suspend the access with immediate effect and deactivate all links and codes of the sales partner. The assertion of further claims remains reserved.
(4) Before withdrawal or suspension, Activento gives the sales partner the opportunity to comment, unless this is unreasonable due to imminent danger, in particular in the case of ongoing abuse such as a publication that is still accessible; in that case notification and reasons are provided without delay afterwards. The sales partner may object to the withdrawal in text form within 14 days of receipt of the reasons; Activento reviews the objection and reverses the withdrawal if the violation did not occur.
§ 11 Confidentiality and Data Protection
(1) Non-public information that the sales partner obtains within the programme about Activento or about referred Operators must be treated confidentially and may be used only for the performance of this agreement.
(2) The sales partner will not draw conclusions from settlement data about the revenue or business figures of individual referred Operators, will not exploit such conclusions and will not disseminate them.
(3) Activento and the sales partner each process personal data in connection with the programme as independent controllers within the meaning of the GDPR. Activento’s privacy policy applies to the processing of partner data by Activento.
(4) If the sales partner transmits personal data of prospective customers to Activento (e.g. for a manual attribution), it warrants that it collected this data lawfully and is entitled to transmit it to Activento, and informs the data subject insofar as it is obliged to do so.
§ 12 Term, Termination and End of Agreement
(1) The agreement runs for an indefinite period. Both parties may terminate it in text form with one month’s notice to the end of a month. The right to extraordinary termination for cause remains unaffected.
(2) Earned commissions remain with the sales partner: commissions accrued up to the end of the agreement are settled and paid out under § 8. This also applies to commissions on platform fees invoiced before the end of the agreement but paid only afterwards (§ 6 (4)). § 10 remains unaffected.
(3) The commissionable attribution ends with the end of the agreement: no further commissions arise for platform fees invoiced after the end of the agreement. The split discounts of the Operators referred by the sales partner remain in place (§ 7 (4)); the customer contracts of the referred Operators with Activento continue unchanged.
(4) The sales partner is a referrer and is not entrusted with distribution (§ 3); there is no claim to compensation or indemnity analogous to § 89b of the German Commercial Code (HGB) upon termination of this agreement.
(5) If Activento discontinues the programme altogether, this counts as termination under paragraph 1 with the same notice period.
§ 13 Liability and Indemnity
(1) Activento is liable without limitation for intent and gross negligence, for damage resulting from injury to life, body or health and under the German Product Liability Act.
(2) In the case of slight negligence, Activento is liable only for the breach of material contractual obligations whose fulfilment makes the proper performance of the agreement possible in the first place and on whose observance the sales partner may regularly rely, and limited in amount to the damage typically foreseeable for the contract, in total limited to the commissions credited to the sales partner in the twelve months preceding the damaging event.
(3) The sales partner indemnifies Activento against claims by third parties based on its advertising or on a violation of § 9 or § 11, including the reasonable costs of legal defence, insofar as it is responsible for the violation.
§ 14 Changes to this Agreement
(1) Activento may change this agreement with effect for the future if and to the extent this is necessary to implement changed statutory requirements or decisions of authorities or courts, or to reflect further developments of the programme. Activento notifies the sales partner of a changed version in text form and presents it in the dashboard for express consent; it takes effect only with that consent. Deemed consent through mere silence or through continued use is not provided for. The sales partner has at least six weeks from receipt of the notification to decide.
(2) Attributions already made remain unaffected by changes: the commission rate and split fixed at attribution continue to apply (§ 4 (3)).
(3) Until consent is given, including after expiry of the period under paragraph 1, the version last accepted by the sales partner continues to apply unchanged; its access and the commission claims already accrued remain unaffected, and an outstanding consent does not entitle Activento to a measure under § 10. If the sales partner does not consent to a change, either party may terminate the agreement under § 12 (1); Activento at the earliest after expiry of the period under paragraph 1.
§ 15 Final Provisions
(1) The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
(2) The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Berlin, provided the sales partner is a merchant, a legal entity under public law or a special fund under public law. Activento remains entitled to sue the sales partner at its general place of jurisdiction as well.
(3) The sales partner may set off against claims of Activento only with undisputed or legally established counterclaims.
(4) The sales partner may transfer rights and obligations under this agreement to third parties only with Activento’s prior consent in text form; § 354a of the German Commercial Code (HGB) remains unaffected.
(5) Should individual provisions of this agreement be or become invalid, the validity of the remaining provisions remains unaffected.
(6) Translations of this agreement are for information only. The German version alone is authoritative.