Affiliate Program T&Cs

Basis of Agreement

Company carries on the business of providing guided tours of Cuba.

Company has agreed to pay the Affiliate for Qualifying Purchases in accordance with the

Key Details and the Terms and Conditions on the following pages (which together form this



Key Details


Start Date This agreement steps into effect from your sign up date to the affiliate program



The Parties  
What each party will be called in this Agreement Full name
Company Simply Cuba Tours Pty Ltd (ABN: 32 640 156 690) of 12 Mystery Road, Banksia Grove WA 6031
Affiliate As per the name you signed up with to the Simply Cuba Tours Affiliate Program Portal



Commission Percentage Due Date Payment method
Determined in accordance with Clause 5 Determined in accordance with Clause 5 Bank Transfer or PayPal


 Affiliate Agreement


Terms and Conditions



Capitalised words and phrases used in these Terms and Conditions have the meaning given:

  • to that word or phrase in the Key Details;
  • by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or
  • in the definitions in Clause 15 of this agreement.

Unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and the Key Details, these Terms and Conditions will prevail to the extent of such inconsistency.

    • This agreement will commence on the Start Date and continues until it is terminated in accordance with Clause 2(b) or Clause 11 (Term).
    • The parties may agree to terminate this agreement by mutual agreement in writing.

For the purposes of this Clause 3 and the rest of this agreement, the following capitalised terms have the following meanings:


Additional Disclosees Has the meaning given in Clause 6.1.
Affiliate Portal means the affiliate program portal on the Company website.
Affiliate Program Commissions Schedule means the Schedule set out on the Affiliate Portal.
Business Day A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Western Australia.
Commission Has the meaning given in Clause 5.1.
Commission Notice Has the meaning given in Clause 5.3.
Commission Payable Has the meaning given in Clause 5.3(a)
Commission Percentage Is set out in the Affiliate Program Commissions Schedule found on the Affiliate Portal.
Completed Referral means an Introduction between Company and an End Customer, performed by the Affiliate, which leads to the End Customer making Qualifying Purchases.
Confidential Information Information of, or provided by, a party that is by its nature confidential information, is designated as confidential, or that the recipient of the information knows or ought to know is confidential (including all commercial information exchanged between the parties), but does not include information which is, or becomes, without a breach of confidentiality, public knowledge.
End Customer

means any person the Affiliate introduces to the Company that enrols in and completes a Tour, but excluding:


(i)               any person who is an existing customer of Company at the time of the Introduction of that person; and

(ii)              any person that has been excluded by Company, by notice in writing to the Affiliate prior to the Introduction of that person.

Existing Material The Material of either party.
GST Act Has the meaning given in Clause 5.4(b).
Intellectual Property Rights All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Introduction means an introduction between an End Customer and Company, where the introduction is submitted via the Affiliate Portal.
Laws Any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in Australia, or any other relevant jurisdiction(s), and including any industry codes of conduct.
Material Tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever.
Personnel Employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.






Qualifying Purchases



Qualifying Revenues

Party/s listed in the Key Details.


Has the meaning given in Clause 2(a).

Means all tours conducted by the Company and set out on the Company’s website.

means purchases made by End Customers that Company has set out in the Affiliate Program Commissions Schedule found on the Affiliate Portal. Qualifying Purchases are subject to change which will be reflected on the Affiliate Program Commissions Schedule.

Is the total of Qualifying Purchases less shipping costs, handlings costs, gift wrapping costs, charges, rebates, credit card processing fees, returns and bad debts.


    • The Affiliate must provide Company with all documentation, information and assistance reasonably required by Company following an Introduction.
    • A Commission will only be payable if it is converted into a Completed Referral.
    • Company may, but is under no obligation to, notify Affiliate that it does not intend to pursue an End Customer.

The relationship between Company and Affiliate is that of principal and independent contractor. Nothing in this agreement constitutes or deems the Affiliate to be an employee or agent of Company. Either party must not hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.

    • This agreement is not a commitment by the Affiliate or Company to work exclusively with each other regarding referrals of work.
    • The Affiliate is under no financial obligation to Company and is not required to refer work to Company.

Upon providing Company with a Completed Referral, the Affiliate will be paid the Commission Percentage less Qualifying Revenue (Commission). The payment will be made in accordance with the Key Details or as otherwise agreed in writing.

    • The Affiliate agrees that the Commission is the only fee or financial benefit they are entitled to in relation to the Completed Referral.
    • The Affiliate agrees not to claim for additional charges or entitlements.
    • The Company will notify the Affiliate when it receives a payment from an End Customer for which Commission is payable (Commission Notice). Such notice will specify the amount of Qualifying Revenue owed to the Affiliate in relation to the payment from an End Customer.
    • Within 2 Business Days of the completion of the Tour relevant to the Commission, the Company will pay the Commission Payable to the Affiliate, provided:
      • no issues arise with respect of the End Customer’s payment for the Tour; and
      • no refunds are required to be provided to the End Customer (other than refunds related to mistakes or negligence on the part of the Company).
    • GST
      • Unless otherwise indicated, amounts stated in the Key Details do not include GST.
      • If GST is or becomes payable on a Supply made under or in connection with this agreement, an additional amount is payable by the party providing consideration for the Supply equal to the amount of GST payable on that Supply as calculated by the party making the Supply in accordance with A New Tax System (Goods and Transitional Business Continuity Services Tax) Act 1999 (Cth) (GST Act).
      • Any capitalised term in this clause which is not defined in this clause has the meaning given to that term in the GST Act.

Company will pay the Commission in accordance with the payment method set out in the Key Details.


The parties will not, during, or at any time after, the Term, disclose Confidential Information directly or indirectly to any third party, except:

  • with the other party’s prior written consent;
  • as required by Law; or
  • to their Personnel on a need to know basis for the purposes of performing its obligations under this agreement (Additional Disclosees).

If either party becomes aware of a suspected or actual breach of Clause 6.1 by that party or an Additional Disclosee, that party will immediately notify the other party and take reasonable steps required to prevent, stop or mitigate the suspected or actual breach. The parties agree that damages may not be a sufficient remedy for a breach of Clause 6.1.


A party may only use the Confidential Information of the other party for the purposes of exercising its rights or performing its obligations under this agreement.


On termination or expiration of this agreement, each party must immediately return to the other party, or (if requested by the other party) destroy, any documents or other Material in its possession or control containing Confidential Information of the other party.


Each party will ensure that Additional Disclosees keep the Confidential Information confidential on the terms provided in this Clause 6. Each party will, when requested by the other party, arrange for an Additional Disclosee to execute a document in a form reasonably required by the other party to protect Confidential Information.

      • Except to the extent otherwise stated in the Key Details or in this Clause 7:
        • each party retains ownership of the Intellectual Property Rights in its Existing Material; and
        • nothing in this agreement transfers ownership of, or assigns any Intellectual Property Rights in, either party’s Existing Material to the other party.

Each party (First Party) grants the other party a non-exclusive, non-transferable, royalty-free licence for the Term to use the First Party’s name and trade marks notified to the other party from time to time solely for the purposes of making general public statements about the referral relationship between the parties, including in any proposal, promotional material, and press release, provided no commercially sensitive information is used or disclosed.


To the maximum extent permitted by applicable law, each party limits its maximum aggregate liability to the other party under or in connection with this agreement to $100USD.


In providing Introductions to Company, the Affiliate agrees to comply with:

  • Company’s privacy policy, available on its website and updated from time to time;
  • the Australian Privacy Principles set out in the Privacy Act 1988 (Cth); and
  • any other applicable Laws or privacy guidelines.
    • A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
    • A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
    • Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
      • Either party may terminate this agreement at any time by providing one (1) week written notice to the other party.
      • Either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
        • is in breach of this agreement and either:
          1. fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
          2. that breach is not capable of remedy; or
        • ceases, suspends or threatens to cease or suspend to conduct its business; or
        • becomes subject to any form of insolvency or bankruptcy administration.

The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.


Upon expiration or termination of this agreement:

  • Company will pay all amounts owed to the Affiliate by way of Commission as at the date of termination;
  • if Company terminated the agreement under Clause 11.1(a), Company will pay any Commission required to date;
  • each party must return all property of the other party to that other party; and
  • each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party.

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry, including Clauses 3, 4, 6, 7, 8, 9, 10, 11 and 12.

    • If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (including an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
      • reasonable details of the Force Majeure Event; and
      • so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
    • Subject to compliance with Clause 12(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    • The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.
    • For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      • act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      • strikes or other industrial action outside of the control of the Affected Party;
      • war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      • any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.
    • A notice or other communication to a party under this agreement must be:
      • in writing and in English; and
      • delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    • Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      • 24 hours after the email was sent; or
      • when replied to by the other party,

whichever is earlier.


This agreement is governed by the law applying in the Western Australia, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.


If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.


This agreement may only be amended in accordance with a written agreement between the parties.


No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.


Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.


An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.


A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.


This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.


Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.


This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

    • (singular and plural) words in the singular includes the plural (and vice versa);
    • (currency) a reference to $; or “dollar” is to Australian currency;
    • (gender) words indicating a gender includes the corresponding words of any other gender;
    • (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
    • (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
    • (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
    • (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
    • (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
    • (headings) headings and words in bold type are for convenience only and do not affect interpretation;
    • (includes) the word “includes” and similar words in any form is not a word of limitation; and
    • (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.