This Agreement (“Agreement”) is made between Ministry of Villas Pte Ltd, trading as Ministry of Villas, with its principal offices located at 80 Robinson Road #14-02 Singapore 068898 (“Ministry of Villas”), and the company applying to join Ministry of Villas’ affiliate program (“Affiliate”).

The Agreement shall consist of the terms and conditions provided on the website, together with the following terms and conditions set forth below.

1. Affiliate Obligations

The Affiliate hereby agrees and undertakes the following:

1.1 Promotion
Promote the properties owned, managed or represented by Ministry of Villas through the Affiliate’s websites, social media profiles and media.

1.2 Publicity
Publicise Ministry of Villas through applicable media provided by Ministry of Villas.

1.3 Bookings
Direct traffic and enquiries to Ministry of Villas: upon receiving an enquiry Ministry of Villas will place the property or properties on hold, then;

1.3.1 The Affiliate will receive an automated email from Ministry of Villas notifying the Affiliate that an enquiry has been received with $0 commission earned;
1.3.2 When a guest completes their booking, the Affiliate will receive an automated email from Ministry of Villas notifying the Affiliate that the booking has been completed with $x commission earned, where “x” is the amount of commission calculated for that particular booking.

1.4 Complaints
Refer all complaints, enquiries and/or disputes to Ministry of Villas that relate to any guest’s stay at a property. It is the Affiliate’s responsibility to do so in a professional and timely manner so that Ministry of Villas can respond accordingly.

1.5 Terms & Conditions
Honour Ministry of Villas’ terms and conditions for bookings, as outlined in the terms and conditions on the website and stipulated on the invoice provided to guests at the time of booking.

2. Ministry of Villas Obligations

Ministry of Villas hereby agrees and undertakes the following:

2.1 Rates & Availability
Conscientiously and diligently, update rates and availability for all properties on Ministry of Villas websites. Always ensuring that such information is accurate; failing which the Affiliate hereby agrees to indemnify Ministry of Villas against all loss, liability, expenses and/or costs incurred or suffered by the Affiliate as a result of incorrect information on the website.

2.2 Rate Parity
Provide the Affiliate with the best available rates for each property. The Affiliate will not offer directly, or through any third party, rates that are lower than being advertised by Ministry of Villas. If this term is breached, Ministry of Villas reserves the right to terminate the Agreement.

2.3 Honouring of Contract
Accept guests who have booked properties at the price given to them and to deal with such guest’s reservation in accordance with all the information contained in such reservation. For the avoidance of any doubt whatsoever, reservations sent to Ministry of Villas by the Affiliate in the form of email, facsimile or other forms of agreed communication as between the Parties hereto, shall be conclusive.

2.4 Commission
Pay to the Affiliate commission earned on the accommodation component of all bookings referred by the Affiliate.

2.5 Payouts
Pay the Affiliate commission earned on a monthly basis when the balance of commission is greater than USD $100:

2.5.1 Ministry of Villas will pay 50% of total commission earned to the Affiliate at the end of the calendar month when the deposit payment is received; and
2.5.2 The remaining 50% at the end of the calendar month when the balance payment is received (typically 60 days before the guests’ arrival date);
2.5.3 In the event that a booking is made within 60 days Ministry of Villas will pay the Affiliate 100% of the total commission earned at the time of booking.

2.6 Sundry
Ministry of Villas will be responsible for final settlement with suppliers, which may involve collecting payment from guests for any changes, incidental expenses or services consumed or incurred by guests during their stay. For clarity, the Affiliate will not be responsible for any changes, incidental expenses or services consumed or incurred by the guest during their stay, nor will the Affiliate earn any commission from such transactions.

2.7 Use of Guest Data
Ministry of Villas hereby agrees that the guest data supplied by the Affiliate to Ministry of Villas shall only be used exclusively for the purpose of providing accommodation to the guest and Ministry of Villas hereby agrees and undertakes that such data shall at all times remain confidential.

3. Duration of Agreement

3.1 The Parties hereto agree that this Agreement shall be valid for a period of one (1) year from the Effective Date and shall be renewed automatically at the end of such period unless earlier terminated in writing by either party.

3.2 This Agreement may be terminated by either Party upon breach of any of its provisions hereunder by the defaulting Party provided always the innocent Party shall have given at least thirty (30) days notice to rectify such default and the defaulting Party has failed and/or refused to do so.

3.3 Either Party may terminate this Agreement where either Party shall have given thirty (30) days notice, and the Parties hereto agree that all bookings made prior to the termination will be honoured.

3.4 Upon the termination of this Agreement, the Parties hereto agree that any existing reservations from Affiliate customers at time of such termination, shall be honoured by Ministry of Villas and the provisions of this Agreement pertaining to such reservations shall survive termination of this Agreement.

4. General

4.1 Confidentiality
the Parties hereto undertake not to disclose or reveal to any party whether directly or indirectly and in whatever form, any information, details, points and/or notes and the like or otherwise relating to any matter in connection with this Agreement and of the transactions contemplated herein and shall keep such information, details, points and/or notes strictly confidential at all times unless disclosure of information, details, points and/or notes is with the mutual consent of the Parties hereto. This restriction shall not apply to:

4.1.1 Information which has come into the public domain other than as a result of breach of this Agreement by any of the Parties hereto;
4.1.2 Information which the party disclosing the same can show to have been in its possession at the time of this Agreement;
4.1.3 Information which is not of a confidential nature or which was already in the public domain as at the Effective Date of this Agreement.

The Parties hereto agree and acknowledge that the obligations set out in this Clause shall continue to be enforceable and shall survive termination of this Agreement.

4.2 Common Benefit
The Parties hereto shall at all times use their best endeavours to promote for the common benefit of the Parties the successful implementation and carrying out of the obligations of this Agreement. The Parties recognise that it is impractical to make provision for every contingency that may arise in the course of performance of their obligations herein and accordingly declare it their intention that this Agreement shall operate between them with fairness and in good faith provided always the obligations herein expected from each of the Parties to the other are reasonable and practicable. The Parties further agree and undertake that they will act in good faith towards each other and shall not do anything to which may cause, whether directly or indirectly, any harm, loss and damage to their respective reputation.

4.3 Relationship
Nothing in this Agreement shall constitute or be taken to constitute a partnership between the Parties or a relationship of principal and agent unless specifically stated thereto. It is understood and agreed by the Parties that nothing in this Agreement constitutes a sale or pre-purchased rental of properties from Ministry of Villas to the Affiliate.

4.4 Variation
No variation, modification or amendment to this Agreement can be made unless such variation, modification or amendment is made in writing and mutually agreed and executed by the Parties hereto.

4.5 Law & Jurisdiction
This Agreement shall be construed and enforced according to the Laws of Singapore and the Parties hereto shall submit to the jurisdiction of the Singapore Courts.

4.6 Succession
his Agreement shall be binding on the successors-in-title executors administrators, trustees, personal representatives and permitted assigns of the Parties hereto (whichever is applicable).

5. Waiver & Release from Liability

The Affiliate hereby waives and releases, indemnifies, hold harmless and forever discharges Ministry of Villas and its agents and employees and their respective agents, staff and employees from any and all claims, demands, debts, contracts, expenses, causes of action, lawsuits, damages and liabilities, of every kind and nature, including claims of MoV or their employee negligence, whether known or unknown, in law or equity, that the Affiliate ever had or may have arising from or related to participation in any of the events or activities. Ministry of Villas and their agents are not liable for loss, damage of property, to/of Customer or accompanying guests. The Customer assumes any risk, and takes full responsibility and waives any claims of personal injury, death or damage to personal property associated with the stated Accommodation including but not limited to man-made hazards associated with the Accommodation such as slippery shower basins, tubs, swimming pool facilities and natural hazards such as holes, ditches, fallen trees, branches, ice, snow, and or other irregularities in terrain and using the terrain including walking, jogging, biking or related activities. The Customer must be at least eighteen (18) years of age.

Last Updated: 20th September 2019