This Agreement is between:
Winkfluence Inc., a corporation organised under the laws of the State of Wyoming, USA, registered at 30 N Gould St, Ste 22578, Sheridan, WY 82801, USA, trading as “Wink” (“Wink”, “we”, “us”); and
You, the travel agent identified in your registration (“you”, “the Travel Agent”).
This Agreement applies only where Wink has approved you in writing to collect payment from Travellers and act as merchant of record. Absent that approval, the Demand Partner Agreement and Demand Partner Payment Terms apply.
Contents
Section titled “Contents”- Definitions
- Approval and scope
- You are the Merchant of Record
- Fees and settlement
- Invoicing, credit and late payment
- Non-payment to Accommodation Providers
- Your obligations
- Intellectual property
- Data protection and confidentiality
- Term and termination
- Liability
- General
1. Definitions
Section titled “1. Definitions”“Accommodation Provider” means a hotel or other accommodation provider making Supply available through the Platform.
“Booking” means a reservation for Supply made by you through the Platform on behalf of a Traveller and confirmed to that Traveller.
“Booking Fee” means 1.5% of Booking Value, payable by you to Wink.
“Booking Value” means the total amount payable by the Traveller for a Booking, inclusive of Taxes.
“Commission” means the amount you retain under your Separate Agreement with the relevant Accommodation Provider.
“Credit Limit” means the maximum aggregate value of unsettled Bookings you may hold at any time, set by Wink at approval and variable on notice.
“Merchant of Record” means the entity legally responsible for processing payment from the Traveller, including refunds, chargebacks and payment compliance, and whose name appears on the Traveller’s card statement.
“Net Payment” means the Booking Value less the Booking Fee and your Commission, payable by you to the Accommodation Provider.
“Platform” means the Wink websites, applications, travel agent portal, REST API and related interfaces.
“Separate Agreement” means the agreement between you and an Accommodation Provider setting rates, commission and payment terms.
“Supply” means rooms, rates, availability, add-ons and content made available by Accommodation Providers through the Platform.
“Traveller” means the person who books or stays under a Booking.
2. Approval and scope
Section titled “2. Approval and scope”2.1 Collecting payment from Travellers and acting as Merchant of Record requires Wink’s prior written approval. Indicating a preference during registration is a request, not an approval.
2.2 Wink may grant, refuse, condition or withdraw that approval at its discretion, including on the basis of financial standing, regulatory status, payment history or risk assessment.
2.3 Where approval is withdrawn, you may continue to make Bookings under the Demand Partner Agreement, with payment collected by TripPay.
2.4 You operate as a non-exclusive distributor. Nothing here grants exclusivity.
3. You are the Merchant of Record
Section titled “3. You are the Merchant of Record”3.1 You collect the Booking Value from the Traveller at the time of booking. Your name appears on the Traveller’s card or bank statement.
3.2 Neither Wink nor TripPay Corporation collects, holds, processes or disburses Traveller funds under this Agreement, and neither is liable for any payment to an Accommodation Provider.
3.3 You are responsible for payment processing, refunds, chargebacks, payment fraud and payment compliance on every Booking, including PCI-DSS compliance and any licensing or registration required in the jurisdictions in which you collect payment.
3.4 You are the Traveller’s counterparty for payment. You are responsible for handling Traveller complaints, disputes and refunds arising from payment.
3.5 Wink is not the provider of the accommodation, is not the Merchant of Record, and does not act as a travel agency or tour operator. The contract for the stay is between the Traveller and the Accommodation Provider.
4. Fees and settlement
Section titled “4. Fees and settlement”4.1 You deduct from the Booking Value, in order: the Booking Fee of 1.5%, then your Commission from the resulting subtotal. The balance is the Net Payment due to the Accommodation Provider.
Worked example on a USD 1,000.00 Booking Value with a 10% Commission:
| Line | Amount |
|---|---|
| Booking Value collected from Traveller | USD 1,000.00 |
| Less Wink Booking Fee (1.5% of Booking Value) | USD 15.00 |
| Subtotal | USD 985.00 |
| Less your Commission (10% of Subtotal) | USD 98.50 |
| Net Payment to Accommodation Provider | USD 886.50 |
4.2 You will remit the Net Payment to the Accommodation Provider in accordance with your Separate Agreement with that provider. This Agreement does not govern that relationship.
4.3 You are required to have a Separate Agreement with each Accommodation Provider whose Supply you sell under this Agreement, before making any Booking with that provider.
4.4 No Payment Collection Fee applies under this Agreement. Where Wink collects payment instead, a Payment Collection Fee of 4.0% applies under the Demand Partner Payment Terms.
5. Invoicing, credit and late payment
Section titled “5. Invoicing, credit and late payment”5.1 Wink issues a monthly invoice for Booking Fees accrued in the preceding month. Payment is due within 15 days of a correct invoice, in USD, without deduction or withholding except as required by law.
5.2 Credit Limit. Wink sets a Credit Limit at approval, being the maximum aggregate value of unsettled Bookings you may hold at any time. Wink may vary it on written notice, including on the basis of payment history or risk.
5.3 Where your unsettled Booking Value reaches the Credit Limit, the Platform will automatically decline further Bookings until the balance is reduced. Wink may require prepayment or a deposit as a condition of approval or of an increased Credit Limit.
5.4 Late payment. Wink may charge interest on overdue amounts at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until payment.
5.5 Wink may suspend your access where any invoice is overdue, or where you are late in paying an Accommodation Provider, until all outstanding amounts are settled.
5.6 Invoice disputes. Notify us within 10 days of the invoice date with detailed reasons. The undisputed portion remains payable by the due date, and no interest or penalty applies to a genuinely disputed portion.
5.7 Payment method costs, including bank charges and currency conversion, are borne by you.
6. Non-payment to Accommodation Providers
Section titled “6. Non-payment to Accommodation Providers”6.1 Where you fail to remit the Net Payment, the Accommodation Provider’s recourse is against you and not against Wink or the Traveller.
6.2 You will indemnify Wink and its affiliates against any claim, liability, loss or expense, including reasonable legal costs, arising from your failure to collect payment from a Traveller or to remit the Net Payment to an Accommodation Provider.
6.3 A confirmed Booking remains valid notwithstanding any payment dispute between you, an Accommodation Provider and Wink. You will not cancel or amend a confirmed Booking on the basis of such a dispute.
6.4 Wink may notify an Accommodation Provider of a payment failure and may suspend your access to that provider’s Supply or to the Platform generally.
7. Your obligations
Section titled “7. Your obligations”7.1 You will represent Supply accurately, including descriptions, rates, inclusions, availability and cancellation policies, and will not paraphrase a policy in a way that alters its meaning.
7.2 You will manage Bookings, amendments and cancellations, and will be the first point of contact for your Travellers.
7.3 You will comply with all applicable law, including consumer protection, seller-of-travel registration where required, data protection, payment regulation and anti-money-laundering law.
7.4 You will not scrape the Platform, extract Supply data beyond your granted access, or use Platform data to build a competing supply database.
7.5 You will not bid on, purchase or use in advertising any Wink mark or any confusingly similar term, or register a domain name confusingly similar to a Wink mark.
7.6 You will keep your credentials confidential and notify us immediately of any suspected compromise.
7.7 You will provide reasonable reporting on request, including booking volume and settlement status.
8. Intellectual property
Section titled “8. Intellectual property”8.1 Each party grants the other a limited, non-exclusive, royalty-free, worldwide licence to use its marks and content solely to perform this Agreement.
8.2 You may not sublicense, transfer or disclose any Wink content or Supply data to a third party.
8.3 Wink and its licensors retain all rights in the Platform and in the Wink, TripPay and Traveliko marks.
9. Data protection and confidentiality
Section titled “9. Data protection and confidentiality”9.1 Each party will comply with applicable data protection law and implement appropriate security measures. As Merchant of Record you are responsible for the security of Traveller payment data.
9.2 You will notify us of any security breach affecting Traveller data without undue delay and within 24 hours of becoming aware of it.
9.3 Each party will keep the other’s confidential information confidential and use it only for this Agreement.
9.4 Data protection enquiries: [email protected]
10. Term and termination
Section titled “10. Term and termination”10.1 This Agreement starts on Wink’s written approval under clause 2.1 and continues until terminated.
10.2 Either party may terminate on 30 days’ written notice.
10.3 Either party may terminate immediately on written notice where the other materially breaches and fails to remedy within 14 days, becomes insolvent, or breaches applicable law. Wink may terminate immediately for non-payment of an undisputed invoice, breach of the Credit Limit, or failure to remit a Net Payment.
10.4 On termination you will settle all outstanding Booking Fees and Net Payments, honour all Bookings confirmed before the effective date, and cease using Wink content and marks.
10.5 Clauses 3, 5, 6, 7.4, 7.5, 8, 9, 11 and 12 survive termination.
11. Liability
Section titled “11. Liability”11.1 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profit, revenue, data, goodwill or business.
11.2 Wink’s total aggregate liability under this Agreement in any 12-month period will not exceed the greater of the total Booking Fees you paid to Wink in that period, or USD 5,000.
11.3 Clause 11.2 does not limit your liability under clause 6.2, which is uncapped.
11.4 Nothing limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot be limited by law.
11.5 The Platform is provided “as is” and “as available”. Wink does not warrant uninterrupted or error-free operation.
11.6 You will indemnify Wink and its affiliates against any claim, liability, loss or expense arising from your acts or omissions as Merchant of Record, your representation of Supply, your breach of this Agreement, or your breach of any law or third-party right.
12. General
Section titled “12. General”12.1 Governing law. This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict of laws rules.
12.2 Disputes. The state and federal courts located in Wyoming have exclusive jurisdiction, and both parties consent to venue there. Before filing, the parties will attempt to resolve the dispute in good faith for 30 days following written notice to [email protected].
12.3 Changes. Wink may amend this Agreement on 30 days’ written notice. Continued use after the effective date constitutes acceptance. Where a change materially reduces your rights, you may terminate before it takes effect without penalty.
12.4 Entire agreement. This Agreement, together with the Acceptable Use Policy and the Privacy Policy, is the entire agreement between you and Wink on this subject and supersedes all prior travel agent terms, including any governed by the laws of Singapore.
12.5 Assignment. You may not assign without our written consent. Wink may assign to an affiliate or in connection with a merger, financing or sale.
12.6 Severability, waiver and force majeure. If a provision is unenforceable the rest remains in effect; failure to enforce is not a waiver; neither party is liable for delay caused by events beyond its reasonable control.
12.7 Compliance. You warrant that you and your associated parties comply with applicable anti-bribery and sanctions law, including the US Foreign Corrupt Practices Act and the UK Bribery Act 2010.
12.8 Electronic acceptance. You agree that electronic acceptance of this Agreement, including of any amendment, is valid, binding and enforceable.
Hotels control supply. We power everything that sells it.
Winkfluence Inc. · 30 N Gould St, Ste 22578, Sheridan, WY 82801, USA · [email protected] · wink.travel