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PAYMENT TERMS FOR AFFILIATES

These Payment Terms of Service (“Payment Terms”) are a binding legal agreement between you and TripPay (herein after referred to as “Payment Facilitator”), a fully owned subsidiary of Traveliko Singapore Pte. Ltd., that governs the Payment Services (defined below) conducted through or in connection with Wink Platform (herein after referred to as “Wink”). When these Payment Terms mention “Payment Facilitator,” “we,” “us,” or “our,” it refers to the TripPay company you are contracting with for Payment Services.

Payment Facilitator provides payments services to Affiliates who are selling Accommodation Providers’ inventory through the Wink. These payment services may include (if available) the following (collectively, “Payment Services”):

  • Collecting payments from Guests (“Pay-in”), by charging the payment method associated with their purchase, such as credit card, debit card, bank transfer, crypto currencies or PayPal (“Payment Method”);
  • Effecting payments to Affiliates (“Pay-out”) to their local bank account.
  • Payment collection services; and
  • Other payment related services in connection with Affiliate Services.

In order to use the Payment Services, you must be at least 18 years old, must have a Wink account in good standing in accordance with the Payment Facilitator Terms, and must keep your payment and personal information accurate and complete.

The Agreement has been read and all the Terms and Conditions have been agreed by the Affiliate. The Affiliate explicitly agrees that electronic acceptance of this Agreement and its Terms and Conditions, including those related to modifications, is valid, binding and enforceable.

The Payment Services will be provided by the contracting entity depending on the country in which the Affiliate is located as per below:

  • United States: TripPay Corporation, 30 N. Gould St, Suite 22578, Sheridan, WY 82801.
  • Rest of the world: TripPay Slovakia

1. Your use of the Payment Services

1.1 Payment Facilitator Services. By using the Payments Services, you agree to comply with these Payment Terms. Payment Facilitator may temporarily limit or suspend your access to or use of the Payment Services, or its features, to carry out maintenance measures that ensure the proper functioning of the Payment Services. Payment Facilitator may improve, enhance and modify the Payment Services and introduce new Payment Services from time to time. Payment Facilitator will provide notice to Affiliates of any changes to the Payment Services, unless such changes do not materially increase the Affiliates’ contractual obligations or decrease the Affiliates’ rights under these Payment Terms.

1.2 Verification. You authorize Payment Facilitator, directly or through third parties, to make any inquiries we consider necessary to verify your identity. This may include (i) screening you against third-party databases or other sources, (ii) requesting reports from service providers, (iii) asking you to provide a form of government identification (e.g., driver’s license or passport), your date of birth, your address, and other information; or (iv) requiring you to take steps to confirm ownership of your email address, Payment Method(s) or Pay-out Method(s). Payment Facilitator reserves the right to terminate, suspend, or limit access to the Payment Services in the event we are unable to obtain or verify any of this information.

1.3 Additional Terms. Your access to or use of certain Payment Services may be subject to, or require you to accept, additional terms and conditions. If there is a conflict between these Payment Terms and terms and conditions applicable to a specific Payment Service, the latter terms and conditions will take precedence with respect to your use of or access to that Payment Service, unless specified otherwise.

1.4 Bank account information. Accommodation Provider shall ensure that its bank account details provided to Payment Facilitator are accurate at all times, and it shall be notified without delay of any changes to such.
Only the person signing this agreement shall be the sole designated representative of Accommodation Provider who shall have the authority to request changes to Accommodation Provider’s bank account and/or payee information. No other person shall have such authority on behalf of Accommodation Provider. Any change of such designated person shall be requested to Wink in writing, and any such change shall be implemented only via a written amendment to this Agreement executed by both Parties.

2. Payment Terms

2.1 Collecting and disbursing Payment. Payment Facilitator collects the payment from guest on Affiliate behalf (Pay-in), Pay-in fees occur based on the guest payment method i.e Visa, PayPal, etc… and currency conversion (the “Pay-in Fees”) if and when applicable. When funds are transferred from your Payment Facilitator account to your local bank account (Pay-out), Pay-out fees occur, bank charges & currency conversion (the “Pay-out Fees”) if and when applicable.

2.2 Payment Services Fees. Payment Facilitator charges 4% of Commission for Payment Services – Pay-in fees

2.3 Availability of funds. Subject to and conditional upon successful receipt of the payments from Guest, Payment Facilitator will make the funds associated with a booking available to Affiliates within 24 hours of guest checkin.

2.4 Pay-out. The pay-out value to your local bank account for a Materialized Transaction will be the commission value minus Payment Services Fees (4%) and Wink Booking Fee (1.5%) as described in the Affiliate Terms & Conditions. The pay-out fees associated with the payment of your commission to your local bank account are the responsibility of the Affiliate. In the event of cancellation of a confirmed booking, the Payment Facilitator will remit the amount due to you (if any) as provided in the terms and applicable cancellation policy.

2.5 Pay-out Data Requirements. In order to receive a Pay-out to your local bank account associated with your Payment Facilitator account you must provide banking information such as Company details, name, government identification, tax ID, billing address, and financial instrument information either to Payment Facilitator or its third-party payment processor(s). Additional information may be required, such as: residential address, name on the account, account type, routing number, account number, email address, identification number and account information associated with a particular payment processor. You authorize Payment Facilitator to collect and store your billing information and financial instrument information. Payment Facilitator may also share your information with governmental authorities as required by applicable law.

2.6 Pay-out Restrictions. Payment Facilitator may temporarily place a hold, suspend, or cancel any Pay-out for purposes of preventing unlawful activity or fraud, risk assessment, security, or completing an investigation; or if we are unable to verify your identity. Furthermore, Payment Facilitator may temporarily place a hold on, suspend, or delay initiating or processing any Pay-out due to you under the Terms as a result of high-volume Booking cancellations or modifications arising from a Force Majeure Event (as defined below).

2.7 Limits on Pay-outs. For compliance or operational reasons, Payment Facilitator may limit the amount of a Pay-out. If you are due an amount above that limit, Payment Facilitator may make a series of Pay-outs (potentially over multiple days) in order to provide your full Pay-out amount.

2.8 Currency Conversion. Payment Facilitator will remit your Pay-outs in the currency you have selected via the Payment Facilitator. The currencies available may be limited for regulatory or operational reasons based on your country of residence, and/or your Payment Facilitator contracting entity(ies). Any such limitations will be communicated via Payment Facilitator, and you will be prompted to select a different currency. Payment Facilitator uses USD, Euro and GBP as standard currencies to receive and pay funds. Any transactions involving other currencies will incur currency conversion cost.

2.9 Handling of Funds. Payment Facilitator may combine amounts that it collects from Guests and invest them as permitted under applicable laws. Payment Facilitator will retain any interest it earns on those investments.

2.10 Affiliate’s Accuracy. The Affiliate is responsible for ensuring the accuracy of the bank information maintained in Wink’s profile. If the bank account number is provided incorrectly, an additional processing fee will be levied by the banks. Payment Facilitator will deduct this processing fee from the next Commission payment. In the case that the bank account provided by the Affiliate is closed or frozen or not able to receive/reflect payments for reasons not attributable to Payment Facilitator, Payment Facilitator’s payment obligation under this Agreement shall be released as long as Payment Facilitator’s records show the payment has been made.

2.11 Payment Authorizations. You authorize Payment Facilitator to collect from you amounts due pursuant to these Payment Terms and/or the Terms by either (i) charging the Payment Method associated with the relevant booking, or (ii) by withholding the amount from your future Pay-out. Specifically, you authorize Payment Facilitator to collect from you:

  • Any amount due to Wink or Payment Facilitator.
  • Taxes, where applicable and as set out in the Terms.
  • Any service fees pursuant to the Terms.
  • Any amounts already paid to you as an Affiliate despite a Guest cancelling a confirmed booking or Wink deciding that it is necessary to cancel a booking in accordance with the Terms Guest Refunds Policy, or other applicable cancellation policy. You agree that in the event you have already been paid, Payment Facilitator will be entitled to recover the amount of any such guest refund from you, including by subtracting such refund amount out from any future Pay-outs due to you.

2.12 Collections. If Payment Facilitator is unable to collect any amounts you owe under these Payment Terms, Payment Facilitator may engage in collection efforts to recover such amounts from you.

2.13 Notifications. Payment Facilitator will on request send a notification of any outstanding balance due to the Affiliate. Payment Facilitator will send these notices to the contact details that are held on file or communicated. It is the responsibility of the Affiliate to ensure these details are correct and up to date.

3. Payment Processing Errors & Refunds

3.1 Errors. Payment Facilitator will take the necessary steps to rectify any payment processing errors that we become aware of. These steps may include crediting or debiting (as appropriate) your Payment Facilitator account, so that you end up receiving or paying the correct amount. This may be performed by Payment Facilitator or a third party such as your financial institution. We may also take steps to recover funds sent to you in error (including but not limited to an event of duplicate payments made to you due to a processing error), by reducing, setting off and/or debiting the amount of such funds from any future Pay-outs owed to you. To the extent you receive any funds in error, you agree to immediately return such funds to Payment Facilitator.

3.2 Refunds. Any refunds or credits due to a Guest pursuant to the Terms, and Guest Refund Policy, will be initiated and remitted by Payment Facilitator in accordance with these Payment Terms.

3.3 Subject to this Section 3.2, Payment Facilitator will process refunds immediately, however, the timing to receive any refund will depend on the Payment Method and any applicable payment system (e.g., Visa, Mastercard, etc.) rules. In the event of a Force Majeure Event that may affect the processing and settlement of refunds, Payment Facilitator will initiate and process the refund as soon as is practicable.

4. Appointment of Payment Facilitator as Limited Payment Collection Agent

4.1 Each Affiliate, including each Affiliate Team member, hereby appoints Payment Facilitator as the Affiliate’s payment collection agent solely for the limited purpose of accepting and processing funds from Guests purchasing Accommodation Provider Services on Affiliate’s Websites and App(s) on the Accommodation Provider’s behalf.

4.2 Each Affiliate, including each Affiliate Team member, agrees that payment made by a Guest through Payment Facilitator on Affiliate’s Website and App(s), shall be considered the same as a payment made directly to the Accommodation Provider, and the Accommodation Provider will provide the Accommodation Provider Service booked by the Guest in the agreed-upon manner as if the Accommodation Provider has received the payment directly from the Guest. Each Affiliate agrees that Payment Facilitator may refund the Guest in accordance with the Terms. Each Affiliate understands that Payment Facilitator’ obligation to pay the Affiliate is subject to and conditional upon successful receipt of the associated payments from Guest. Payment Facilitator guarantees payments to Affiliate only for such amounts that have been successfully received by Payment Facilitator from Guests in accordance with these Payment Terms. In accepting appointment as the limited payment collection agent of the Affiliate, Payment Facilitator assumes no liability for any acts or omissions of the Affiliate.

5. Prohibited Activities

5.1 You are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Payment Services. In connection with your use of the Payment Services, you may not and you agree that you will not and will not assist or enable others to:

  • breach or circumvent any applicable laws or regulations;
  • breach or circumvent any agreements with third parties, third-party rights, or the Terms;
  • use the Payment Services for any commercial or other purposes that are not expressly permitted by these Payment Terms;
  • avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Payment Facilitator to protect the Payment Services;
  • take any action that damages or adversely affects, or could damage or adversely affect, the performance or proper functioning of the Payment Services;
  • attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Payment Services; or
  • violate or infringe anyone else’s rights or otherwise cause harm to anyone.

5.2 The Payment Facilitator takes a zero-tolerance approach to breaches of international trade norms, bribery and corruption prevention legislation and applicable restrictions on trade, funds flow and terrorism financing.
The Affiliate warrants that they do and shall comply with, and its Associated Parties do and shall comply with the Payment Facilitator Supplier Code of Conduct.
The Affiliate represents, warrants and undertakes that they do and will comply in all respects with all international trade norms, applicable restrictions on trade, funds flow and terrorism financing and bribery and corruption prevention legislation, including, but not limited to the UK Bribery Act 2010 and the Singapore Prevention of Corruption Act.
The Affiliate warrants that to the best of its knowledge, neither they nor its Associated Parties have been convicted of an offence involving bribery or corruption or are subject of any investigation by any governmental, administrative or regulatory bodies.

6. Force Majeure

Payment Facilitator shall not be liable for any delay or failure to fulfil any obligation under these Payment Terms resulting from causes outside the reasonable control of Wink or Payment Facilitator, including, but not limited to, acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics or disease, strikes or shortages of transportation facilities, fuel, energy, labour or materials (“Force Majeure Event”).

7. Disclaimers

7.1 If you choose to use the Payment Services, you do so voluntarily and at your sole risk. To the maximum extent permitted by law, the Payment Services are provided “as is”, without warranty of any kind, either express or implied.

7.2 Notwithstanding Payment Facilitator’ appointment as the limited payment collection agent of Affiliates pursuant to Section 6, Payment Facilitator explicitly disclaims all liability for any act or omission of any Affiliate or other third party. Payment Facilitator does not have any duties or obligations as agent for each Affiliate except to the extent expressly set forth in these Payment Terms, and any additional duties or obligations as may be implied by law are, to the maximum extent permitted by applicable law, expressly excluded.

7.3 If we choose to conduct identity verification on any Affiliate, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by an Affiliate or guarantee that an Affiliate will not engage in misconduct in the future.

7.4 The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights or warranties which cannot lawfully be excluded. However, the duration of any statutorily required warranties shall be limited to the maximum extent (if any) permitted by law.

8. Limitation of Liabilities

8.1 To the maximum extent permitted by law, neither Party shall be liable for any indirect, incidental, consequential, special or punitive damages whatsoever arising out of this Agreement or breach thereof, even if advised of the possibility of such damages. This limitation shall not apply to any breach of this Agreement relating to confidentiality and/or intellectual property rights.

8.2 Neither Party may exclude liability with respect to (i) a death or personal injury caused by its negligence or that of its employees, agents or sub-contractors, (ii) fraud committed by itself or its employees, or (iii) any breach, act, omission or liability that may not be limited under any applicable law.

8.3 The Parties acknowledge and agree that the exclusions of, and limitations on, liability set out in this Agreement are fair and reasonable.

9. Indemnification

To the maximum extent permitted by applicable law, you agree to release, defend (at Payment Facilitator’ option), indemnify, and hold Payment Facilitator and all its affiliates and subsidiaries, and their officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Payment Terms; (ii) your improper use of the Payment Services; (iii) your failure, or our failure at your direction, to accurately report, collect or remit taxes; or (iv) your breach of any laws, regulations, or third-party rights.

10. Modification, Term, Termination, and other Measures

10.1 Modification. Except as otherwise required by applicable law, Payment Facilitator may modify these Payment Terms at any time. If we make material changes to these Payment Terms, we will post the revised Payment Terms on the Wink Platform and update the “Last Updated” date at the top of these Payment Terms. If you are affected by the modification, we will also provide you with notice of the modifications at least thirty (30) days before the date they become effective. If you do not terminate your agreement before the date the revised Payment Terms become effective, your continued use of the Payment Services will constitute acceptance of any changes to the revised Payment Terms.

10.2 Term. This agreement between you and Payment Facilitator reflected by these Payment Terms is effective when you create an Wink account or use the Payment Services and remains in effect until either you or we terminate this agreement in accordance with Section 10.3.

10.3 Termination. You may terminate this agreement at any time by sending us an email or by deleting your Wink account. Terminating this agreement will also serve as notice to cancel your Wink account pursuant to the Terms. Without limiting our rights specified below, Payment Facilitator may terminate this agreement for convenience at any time by giving you thirty (30) days’ notice via email to your registered email address. Payment Facilitator may also terminate this agreement immediately without notice if (i) you have materially breached your obligations under this agreement; (ii) you have provided inaccurate, fraudulent, outdated, or incomplete information; (iii) you have violated applicable laws, regulations, or third-party rights; or (iv) Payment Facilitator believes in good faith that such action is reasonably necessary to protect other Affiliate, Wink, Payment Facilitator, or third parties.

10.4 Suspension and Other Measures. Payment Facilitator may limit or temporarily or permanently suspend your use of or access to the Payment Services (i) to comply with applicable law, or the order or request of a court, law enforcement, or other administrative agency or governmental body, (ii) if you have breached these Payment Terms, the Terms, applicable laws, regulations or third-party rights, (iii) if you have provided inaccurate, fraudulent, outdated, or incomplete information regarding the required Pay-out data, (iv) for any amounts you owe under these Payments Term that are overdue or in default, or (v) if Payment Facilitator believes in good faith that such action is reasonably necessary to protect the personal safety or property of Wink, its Accommodation Provider, Payment Facilitator, or third parties, or to prevent fraud or other illegal activity.

10.5 Appeal. If Payment Facilitator takes any of the measures described in Section 10.3 and 10.4 you may appeal such a decision by contacting customer service.

10.6 Effect of Termination. If you cancel your Wink account as an Affiliate or Payment Facilitator takes any of the measures described above, Payment Facilitator may provide a full refund to any Guests with confirmed booking(s), and you will not be entitled to any compensation for pending or confirmed bookings that were cancelled.

10.7 Survival. Sections 5 through 11 of these Payment Terms shall survive any termination or expiration of this agreement.

11. Governing Law and Dispute Resolution

11.1 If you are contracting with Payment Facilitator in the United States, these Payment Terms will be interpreted in accordance with the laws of the State of Wyoming and the United States of America, without regard to conflict-of-law provisions. Legal proceedings (other than small claims actions) must be brought in state or federal court in Wyoming, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Wyoming.

11.2 If you are contracting with Payment Facilitator in the United Kingdom, these Payment Terms will be interpreted in accordance with English law. If you are acting as a consumer and if mandatory statutory consumer protection regulations in your country of residence contain provisions that are more beneficial for you, such provisions shall apply irrespective of the choice of English law. As a consumer, you may bring any judicial proceedings relating to these Payment Terms before the competent court of your place of residence or a court in England. If Payment Facilitator wishes to enforce any of its rights against you as a consumer, we may do so only in the courts of the jurisdiction in which you are a resident. If you are acting as a business, you agree to submit to the exclusive jurisdiction of the English courts.

11.3 If you are contracting with Payment Facilitator in Slovakia, these Payment Terms will be interpreted in accordance with the laws of the EU. If you are acting as a consumer, judicial proceedings that you are able to bring against us arising from or in connection with these Payment Terms may only be brought in a court located in the city of Bratislava or in a court with jurisdiction in your place of residence. If you are acting as a business, you agree to submit to the exclusive jurisdiction of a court located in the city of Bratislava, Slovakia.