General Partnership Terms

Version 1.0 · ARKHIPELAG COMPANY LIMITED

1. Scope and application

These terms apply to the Partner Card (the “Card”) signed between the Company and the Partner. The Card and these terms together form the entire agreement between the parties.
If the Card conflicts with these terms, the Card prevails.
These terms apply from the Start Date stated in the Card. They also apply to referrals which the parties confirmed in writing before the Card was signed, on the commercial terms confirmed at that time.
Nothing here makes either party the agent, employee, partner or joint venture of the other. Each party runs its own business independently.

The Company may refer prospective customers to the Partner. The Partner contracts directly with each referred customer and supplies the services on its own terms.
A referral is registered when the Company sends it through the referral channel stated in the Card, with a Referral ID, an identifier sufficient to identify the customer (such as the customer's first name together with the last four digits of the telephone number, or a booking or voucher reference) and the requested services.
The Partner acknowledges referrals through the same channel. Failure to acknowledge does not by itself cancel a registration made in accordance with these terms.
If a transaction is structured or routed through another person or entity in order to avoid commission, the commission remains payable and the Company may terminate with immediate effect.

The Card states which commission model applies.
Model A — registered referrals. Commission is payable only on the transactions that the Company has registered as referrals. Later independent purchases by the same customer do not give rise to commission.
Model B — customer attribution. Commission is payable on transactions between the Partner and a registered customer during the attribution period stated in the Card, whether or not each transaction is separately registered.
If the Card states no model, Model A applies.

The commission rate or fixed amount is stated in the Card.
Where calculated as a percentage, commission is based on the amount actually payable by the customer to the Partner, excluding VAT and refundable deposits.
Commission accrues when the Partner receives payment from the customer and, for instalments, proportionately as each instalment is received.
A refund, cancellation, chargeback or payment reversal results in a proportional adjustment, credited against the next statement, supported by evidence on reasonable request.

Within fifteen (15) days after each calendar month, the Company prepares a statement from its own records showing transactions with registered customers, transaction values and commission accrued, and sends it to the Partner.
If the Partner disagrees with the statement, the Partner notifies the Company in writing within seven (7) days of receipt, identifying the disputed items. If no notice is given within that period, the statement is treated as accepted.
Acceptance of a statement does not prevent either party from correcting an obvious clerical or calculation error, provided the error is notified promptly after it is discovered.
The Company issues an invoice based on the agreed statement. Commission is payable within thirty (30) days of the invoice date. Undisputed amounts remain payable if part of an invoice is disputed.
Each party provides reasonable supporting records on request for verification of commission calculations.

Commission is exclusive of VAT where legally chargeable.
Each party is responsible for its own taxes and filings. The Partner makes any withholding required by applicable law and provides the relevant withholding tax certificate.

Each party is responsible for its own business, its compliance with applicable law, and maintaining the licences required for its own activities.
The Partner is responsible for its services, customer contracts, prices, cancellations, refunds and handling of customer complaints.
The Partner keeps the Company reasonably informed of material changes to prices, availability, cancellation conditions, operating hours and service restrictions.
The Company is responsible for the information it publishes about the Partner's services, based on the information the Partner supplies.

Neither party is liable for indirect or consequential loss.
These limits do not apply to fraud, wilful misconduct, death or personal injury, commission properly due, or matters that cannot legally be limited.

Referrals, statements and notices are sent to the contact details and the referral channel stated in the Card.
A communication is treated as received on the day it is sent, if sent on a business day and no delivery failure notification is received; otherwise on the following business day.
Each party keeps its contact details current and notifies the other party in writing of any change.

Each party keeps the other party's non-public information and customer information confidential and uses it only for the purposes of this arrangement.
Referrals carry only the minimum personal data needed to identify the customer and deliver the service.
Both parties comply with the Thai Personal Data Protection Act B.E. 2562.

The arrangement continues until terminated. Either party may terminate on thirty (30) days' written notice.
Termination does not affect commission accrued or payable for referrals registered before termination.
Under Model B, commission continues to arise on transactions with customers registered before termination until the attribution period for those customers ends.

This arrangement is governed by the laws of the Kingdom of Thailand.
The parties first attempt in good faith to resolve disputes; failing resolution, disputes are submitted to the competent courts of Phuket Province.

The Company may update these general terms from time to time, giving the Partner at least thirty (30) days' written notice.
An updated version does not apply retroactively to commission already accrued or to referrals registered before its effective date, unless the parties agree otherwise in writing.
If the Partner does not accept the updated version, the Partner may terminate before it takes effect, without affecting commission already accrued.
The commercial terms in the Card may be amended only in writing signed by both parties.

The Card and these terms constitute the entire agreement and may be signed in counterparts and electronically.
If any provision is unenforceable, the remaining provisions continue in force.
Each published version of these terms is archived and remains available at its own address.