Terms of Service

Note

Last updated 2024-08-28

Notice

The terms of service below apply to travel agents that wish to acquire and disburse funds on their own. This can only be done through our API and only by travel agents that have indicated that they want to do this during the sign-up process.

All travel agents are still able to book through our travel agent portal using Wink’s payment gateway with their own or the traveler’s credit card. Therefore, all travel agents also need to agree to the terms of service where Wink’s payment gateway is the merchant of record.

Those terms are available under Affiliate Portal > Terms of Service.

WINK GENERAL TERMS AND CONDITIONS
FOR TRAVEL AGENTS (Merchant of Record)

BETWEEN:

1. TRAVELIKO SINGAPORE PTE. LTD. a company incorporated under the laws of Singapore and having its registered office at #03-01 Wilkie Edge 8 Wilkie Road Singapore 228095 with VAT register number 201437335D (hereinafter known as “Wink”) and

2. THE TRAVEL AGENT whose details are set out in the Travel Agent Registration Form or have been submitted online (the “Travel Agent”).

WHEREAS:

(i) Wink operates an online system (the “System”) through which participating Accommodations (collectively the “Accommodation Providers”) can make their inventory available for reservation and through which the Travel Agent can make reservations at such Accommodation Providers on behalf of their Guests (the “Service”);

(ii) Wink does not own, control, offer, or manage any listings. Wink is not a party to the contracts concluded directly between the Accommodation Providers and Guests. Wink is not acting as an agent in any capacity for Accommodation Providers;

(iii) Wink maintains and exploits its own websites (the “Wink Websites”) and also provides the Service and links to the Service on the websites of third parties;

(iv) The Travel Agent owns, controls, hosts, and/or operates one or more Internet domains, websites, or applications and wishes to be the merchant of record while using the Service.

(v) The Travel Agent and Wink wish that the Travel Agent makes the Service (directly or indirectly) available to its customers and visitors of the Travel Agent Website(s) and App(s) and in such form and on such terms and conditions (hereinafter known as the “Terms”) as set out in this Agreement.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Definitions

1. In addition to terms defined elsewhere in this Agreement, the following definitions apply throughout this Agreement unless the contrary intention appears:

• “Accommodation” means any form of accommodation including but not limited to hotels, motels, guest houses, bed & breakfasts, hostels, villas, apartments, lodges, inns, resorts, and any other (type of) accommodation or lodging provider (whether or not available on the Wink Websites).

• “Accommodation Provider(s)” means any Party that creates an account on Service Provider with the intention to sell its own rooms and ancillary services inventory through the Wink platform.

• “Booking” shall mean a reservation or order made by a Guest through the Travel Agent for accommodation services offered by an Accommodation Provider.

• “Booking Fee” means the 1.5% deducted from the total amount collected by the Travel Agent from the Guest, which is payable to Wink as a processing fee.

• “Booking Value” means the total amount collected by the Travel Agent from the Guest for a Booking.

• “Commission” means the amount owed to the Travel Agent by the Accommodation Provider, calculated at the agreed percentage from the “Separate Agreement” from the Booking Value.

• “Force Majeure” shall mean any event beyond the reasonable control of a party, including but not limited to natural disasters, acts of war, terrorism, civil unrest, pandemics, and governmental actions, which prevent a party from fulfilling its obligations under this Agreement.

• “Guest” shall mean an individual or group who makes a booking through the Travel Agent for accommodation services.

• “Merchant of Record” refers to the entity that is legally authorized and responsible for processing payments from Guests, including handling payment transactions, refunds, chargebacks, and ensuring compliance with payment regulations. The Merchant of Record is the entity whose name appears on the Guest’s credit card statement for charges related to the Booking.

• “Net Payment” means the amount to be paid to the Accommodation Provider after deducting the Wink Booking Fee and the Travel Agent’s Commission from the Booking Value.

• “Payments” shall mean the financial obligations arising under this Agreement, including commissions, fees, or other charges, payable by one party to the other.

• “Payment Facilitator” is a fully owned subsidiary of Traveliko Singapore Pte. Ltd. that governs the Payment Services, collecting payments from guests by charging the payment method associated with their purchase such as credit card, debit card, bank transfer, cryptocurrencies, or PayPal, etc.

• “Platform” shall mean the online system operated by the Service Provider through which the Travel Agent can make or manage Bookings for Guests.

• “Separate Agreement” means the independent contract between the Travel Agent and the Accommodation Provider that details the specific payment terms, including the Commission and payment schedule.

• “Services” shall mean the services provided by the Service Provider to the Travel Agent under this Agreement, including but not limited to access to the Platform, booking facilitation, and customer support.

• “Service Provider” shall mean Wink, TRAVELIKO SINGAPORE PTE. LTD registered in Singapore.

• “Travel Agent” shall mean the entity entering into this Agreement with the Service Provider to promote and sell travel bookings through the Service Provider’s Platform.

2. Non-Exclusivity

2.1 The Travel Agent shall operate as a non-exclusive distributor of Wink.

2.2 The Service shall be made available by Wink to the Travel Agent as set out in the Travel Agent Registration Form and on the website(s) set out in the Travel Agent Registration Form.

3. Payment Collection and Distribution

3.1 Collection of Payments: The Travel Agent shall collect payment from the Guest at the time of booking.

3.2 Deduction of Fees: The Travel Agent shall deduct the following from the Booking Value:

• 1.5% Booking Fee for Wink.
• Travel Agent Commission.

3.3 Net Payment: The remaining Net Payment shall be disbursed by the Travel Agent to the respective Accommodation Provider according to the terms of a separate agreement between the Travel Agent and the Accommodation Provider. Wink shall not be liable for making any payments to the Accommodation Provider.

3.4 Separate Agreement: The Travel Agent is required to have a separate agreement with each Accommodation Provider detailing the payment terms and conditions. This Agreement between Wink and the Travel Agent does not govern the relationship between the Travel Agent and the Accommodation Providers.

3.5 Wink’s Invoicing: Wink will issue a monthly invoice to the Travel Agent for the 1.5% Booking Fee accumulated over the month. The Travel Agent is responsible for settling this invoice within the specified payment terms.

4. Roles and Responsibilities

4.1 Travel Agent’s Responsibilities:

• The Travel Agent is responsible for the collection of payments from Guests.
• The Travel Agent must ensure timely and accurate disbursement of the Net Payment to Accommodation Providers in accordance with their separate agreements.
• The Travel Agent is responsible for any errors or discrepancies in payment processing and must rectify them promptly.
• The Travel Agent is responsible for paying Wink’s monthly invoice for the Booking Fees.

4.2 Wink’s Responsibilities:

• Wink shall not be liable for payments to Accommodation Providers. The Travel Agent holds sole responsibility for all financial transactions with the Accommodation Providers.
• Wink will provide access to the System and ensure that the Service is available to the Travel Agent.

5. Intellectual Property Rights

5.1 Licenses: Each Party grants the other a limited, non-exclusive, royalty-free, worldwide license to use its intellectual property solely for the purpose of fulfilling the obligations under this Agreement.

5.2 Restrictions: The Travel Agent shall not sublicense, transfer, or disclose any intellectual property or content provided by Wink.

6. Payment to Wink

6.1 Payment Schedule:

• All payments due to Wink by the Travel Agent under this Agreement shall be made within 15 days of receiving an invoice from Wink, unless otherwise agreed in writing. Payments shall be made in USD, free of any deductions or withholdings except as required by law.

6.2 Late Payments:

• If any payment due under this Agreement is not received by the due date, Wink reserves the right to charge interest at a rate of 5% on the outstanding amount, calculated from the due date until the date of payment. Additionally, Wink may suspend services until payment is received.

6.3 Refunds and Credits:

• In the event that a service is not provided or is canceled due to circumstances not attributable to the Travel Agent, Wink shall refund or credit the Travel Agent within 30 days of receiving notice of the cancellation, provided the service fee has already been paid.

6.4 Currency and Taxes:

• Payments shall be made in USD. The Travel Agent shall be responsible for any taxes, duties, or other charges that may be applicable to the transactions under this Agreement, including currency conversion costs if payments are made in a currency other than USD.

6.5 Payment Methods:

• The Travel Agent shall make payments via bank transfer, credit card, or PayPal, and any fees associated with the payment method chosen by the Travel Agent shall be borne by the Travel Agent.

6.6 Payment Disputes:

• In the event of a dispute over any invoice, the Travel Agent shall notify Wink within 10 days of the invoice date, providing detailed reasons for the dispute. Both parties shall negotiate in good faith to resolve the dispute promptly. The undisputed portion of the invoice shall be paid by the due date.

7. Travel Agent’s Responsibilities

7.1 Compliance with Laws and Regulations:

• The Travel Agent shall comply with all applicable local, national, and international laws, regulations, and industry standards in the conduct of its business, including but not limited to those relating to consumer protection, data protection, and anti-money laundering.

7.2 Accurate Representation of Services:

• The Travel Agent shall accurately represent the services and accommodations offered through the Platform. The Travel Agent is responsible for ensuring that all information provided to Guests, including but not limited to descriptions, prices, and availability, is accurate and up-to-date.

7.3 Promotion of Services:

• The Travel Agent shall actively promote the services offered through the Platform in accordance with the guidelines provided by the Service Provider. This includes but is not limited to marketing activities, maintaining updated promotional materials, and ensuring that all promotional content is accurate and complies with applicable advertising standards.

7.4 Booking Management:

• The Travel Agent shall manage all Bookings made through the Platform, including but not limited to processing reservations, cancellations, and amendments. The Travel Agent shall be responsible for communicating with Guests and Accommodation Providers to ensure that all Bookings are accurately processed and confirmed.

7.5 Collection and Remittance of Payments:

• The Travel Agent shall be responsible for collecting payments from Guests for Bookings made through the Platform and remitting the agreed-upon payments to the Accommodation Providers and the Service Provider, as specified in the Payment Terms. The Travel Agent shall ensure that all payments are processed securely and in compliance with applicable financial regulations.

7.6 Handling of Guest Complaints and Disputes:

• The Travel Agent shall be the primary point of contact for Guests regarding any complaints, disputes, or issues related to the services provided through the Platform. The Travel Agent shall make reasonable efforts to resolve such complaints and disputes promptly and in a manner that maintains a positive relationship with both Guests and Accommodation Providers.

7.7 Reporting and Accountability:

• The Travel Agent shall provide the Service Provider with regular reports detailing the performance of its obligations under this Agreement, including but not limited to sales data, Booking statistics, and customer feedback. The Travel Agent shall be accountable for the accuracy of these reports and shall cooperate with the Service Provider in any audit or review of its operations.

7.8 Confidentiality:

• The Travel Agent shall maintain the confidentiality of all proprietary information and trade secrets of the Service Provider, including but not limited to customer data, pricing information, and business strategies. The Travel Agent shall not disclose such information to any third party without the prior written consent of the Service Provider.

7.9 Compliance with Platform Terms:

• The Travel Agent shall adhere to all terms and conditions associated with the use of the Service Provider’s Platform, including any updates or changes to such terms. The Travel Agent is responsible for ensuring that its employees and agents are aware of and comply with these terms.

7.10 Indemnification:

• The Travel Agent shall indemnify and hold the Service Provider harmless from any and all claims, damages, liabilities, and expenses arising out of or related to the Travel Agent’s breach of this Agreement, including but not limited to any failure to comply with applicable laws, misrepresentation of services, or failure to fulfill its obligations to Guests or Accommodation Providers.

8. Commissions and Fees

8.1 Calculation of Commission: The Commission payable to the Travel Agent shall be a percentage (set in the agreement between the Travel Agent and the Accommodation Provider) of the Booking Value after deducting the Wink Booking Fee.

8.2 Wink’s Booking Fee: Wink will issue a monthly invoice for the 1.5% Booking Fee. The Travel Agent is responsible for settling this invoice within the payment terms specified by Wink.

8.3 Audit: Wink reserves the right to audit the Travel Agent’s records to ensure compliance with this Agreement.

9. Legal Provisions

9.1 Limitation of Liability: Neither Party shall be liable for any indirect, incidental, consequential, special, or punitive damages arising out of this Agreement.

9.2 Indemnification: Each Party agrees to indemnify and hold the other harmless from any claims arising out of a breach of this Agreement or the negligence of the indemnifying Party.

9.3 Force Majeure: Neither Party shall be liable for delays or failures to perform due to causes beyond their reasonable control, including acts of God, natural disasters, war, terrorism, strikes, etc.

10. Term and Termination

10.1 Term: This Agreement shall commence on the date of execution and continue until terminated by either Party.

10.2 Termination: Either Party may terminate this Agreement at their discretion.

10.3 Post-Termination: Upon termination, the Travel Agent shall settle all outstanding payments and cease using any intellectual property or content related to Wink.

11. Governing Law and Dispute Resolution

11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of law principles.

11.2 Dispute Resolution:

11.2.1 Negotiation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the parties shall first attempt to settle the dispute through good faith negotiations. Such negotiations shall begin upon written notice by one party to the other.

11.2.2 Arbitration: If the dispute cannot be resolved through negotiations within thirty (30) days, the dispute shall be referred to and finally resolved by arbitration under the Singapore International Arbitration Centre (SIAC) Rules, which are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one, and the seat, or legal place, of arbitration shall be Singapore. The language to be used in the arbitration proceedings shall be English.

11.2.3 Jurisdiction: Notwithstanding the above, either party retains the right to seek interim or injunctive relief in the courts of Singapore to protect its rights or property while awaiting the appointment of an arbitrator, and any such court shall have the exclusive jurisdiction to grant such relief.

12. Force Majeure

12.1 Definition: Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to a Force Majeure Event. A “Force Majeure Event” means any event beyond the reasonable control of a party, including but not limited to natural disasters (such as earthquakes, floods, or hurricanes), war, terrorism, civil unrest, pandemics, governmental actions, or any other event that could not have been reasonably anticipated or avoided.

12.2 Notification: The affected party must notify the other party in writing as soon as reasonably possible after the occurrence of a Force Majeure Event. Such notice shall include a description of the Force Majeure Event, its expected duration, and the obligations affected.

12.3 Impact on Services:

• Suspension of Services: If a Force Majeure Event affects your business’s ability to provide services to the Travel Agent, those services shall be suspended for the duration of the event without penalty. The Travel Agent’s payment obligations related to the affected services shall also be suspended during this period.
• Obligations of the Travel Agent: The Travel Agent shall not be held responsible for any obligations to your business that are impossible to perform due to the Force Majeure Event. However, the Travel Agent must continue to fulfill all other obligations not directly affected by the event.

12.4 Duration and Termination: If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Agreement upon written notice to the other party. In the event of such termination, neither party shall have any liability to the other except for obligations that accrued prior to the Force Majeure Event.

12.5 Resumption of Obligations: Once the Force Majeure Event has ceased, both parties shall promptly resume their obligations under this Agreement to the extent reasonably practicable.

13. Confidentiality

13.1 Both Parties shall maintain the confidentiality of all proprietary information and shall not disclose it to any third party without prior written consent.

14. Miscellaneous

14.1 Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings.

14.2 Amendments: Any amendments to this Agreement must be made in writing and signed by both Parties.

14.3 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.