This Affiliation Agreement sets out the terms on which Still Active offers the partner (“Partner”) access to and use of various services and features, also including the online booking system for the sale of leisure services and other amenities (jointly, “Services”) to Still Active users (“Users”).
Still Active is a marketplace platform (“Platform”) enabling Users to purchase Services from Partners in various locations (www.stillactive.se). Still Active is not involved in the actual transaction between the Partner and the User, as the Services are always sold by the Partner to the Users directly.
Still Active is owned and operated by Still Active AG, Rösslistrasse 12, 9056 Gais.
This Affiliation Agreement regulates the sale of promotional and marketplace services by Still Active to the Partners.
Still Active account
The Partner is required to register with Still Active and set up an account (“Account”) to use the Services and fully enjoy the features of Still Active.
The Partner is required to submit information, such as, the business name, company registration number and e-mail address, to set up its own Account. All this information must be true, accurate and always maintained up to date by the Partner.
Every Account is strictly personal. The Partner is obliged to store access information safely and to prevent unauthorised access to the Account by any third parties.
Partners can terminate the Account by following the procedure indicated by the Platform.
Payment processing services for the Partner on Still Active are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Affiliation Agreement or continuing to operate as a Partner on Still Active, the Partner agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Still Active enabling payment processing services through Stripe, the Partner agrees to provide Still Active accurate and complete information about the Partner and its business, and the Partner authorizes Still Active to share it and transaction information related to the Partner’s use of the payment processing services provided by Stripe.
Listings and Content
To create listings and promote Services on Still Active, the Partner shall submit, via the Still Active interface, appropriate content concerning the Services on offer, which will be published on the platform following a review by the Still Active team (“Content”).
For each Service, the Content shall include a service description, image(s), date and hour availability, prices and rates, the minimum cancellation notice period, if any, and other items.
When providing Still Active with Content, the Partner grants Still Active a royalty free, non-exclusive, global, irrevocable right to use the Content, including any trademark or other intellectual property linked to such Content, for promoting the sale of Services via Still Active.
The Partner undertakes not to:
The Partner shall sell on Still Active exclusively those Services that the Partner supplies directly to Users.
Secondary ticketing, service brokerage, agency or other forms of intermediations by Partners are strictly forbidden on Still Active.
The booking of Services on Still Active (“Booking”) shall be made exclusively through the interface of Still Active.
The completion of a Booking is conditional to the full advance payment of the purchase price for the Service by the User, as indicated on the platform (“Purchase price”).
Overbookings of Services sold on Still Active are strictly forbidden.
When the Booking is completed, Still Active shall be mainly responsible for:
1. The collection of the Purchase price from the User via a dedicated payment system;
2. The transmit of the Booking details from the User to the Partner;
3. The transfer of the Purchase price to the Partner, net of the relevant Sales Fee, according to the provisions of this Affiliation Agreement.
Still Active will not provide any other services to the Partner than those indicated under this Affiliation Agreement, unless explicitly indicated otherwise on the Platform.
Modification and cancellation of Bookings
When posting or updating a listing, the Partner is required to indicate a minimum cancellation notice period for each Service by the User.
Unless a specific option is made by the Partner, Users wll be entitled to cancel a booking with a 24 hour notice period prior the start of the booked event.
Nonetheless, the Partner can indicate a different cancellation policy for each Service when posting or updating the listing and chose a cancellation period of up to 7 days before the start of the booked event.
In the event of purchase of vouchers or services for which no specific booking date is selected, the statutory 14 day cancellation period will apply.
Partners are invited to meet all local laws concerning opening hours, cancellation period and other legal requirements for the provision of services. Still Active shall not be held liable in the event of any infringement of such laws and regulations by the Partner. The Partner undertakes to indemnify and keep Still Active harmless of any liability, fine, penalty and other economic damage following any such infringement.
Unless strictly necessary, Partners shall not cancel bookings which they have already accepted via the Platform.
A Booking is officially cancelled when the User clicks the cancellation button on the Still Active interface. The Partner will receive notice about a cancelled Booking via email.
If a Booking has been cancelled in due time and according to the policy set down by the Platform, Still Active shall proceed to refund the full Purchase price to the User in a prompt manner. Accordingly, the Partner will not be entitled to receive the Purchase price, neither partially not entirely, for the Service cancelled.
In the event of any late cancellation or no-show by the User, the User’s right to receive a refund of the Purchase price is forfeited. Accordingly, the Partner shall retain the right to be transferred the relevant Purchase price according to the provisions of this Affiliation Agreement, as if the concerned Service has been performed. In exceptional cases (for example for Customer Recovery), Still Active is allowed to issue a Gift Certificate to the User for the respective Service. The Partner will not be entitled to receive the Purchase price twice.
The Partner shall make its best effort not to modify or cancel any Booking and to promptly notify Still Active in advance if a Booking needs to be modified or cancelled by the Partner.
Prices, rates and conditions of Services
The Partner commits to set conditions, prices and rates for the Services sold on Still Active that are no less favourable than the conditions, prices and rates at which the same Services are promoted or sold by the Partner to consumers through other channels.
Furthermore, the Partner commits to extend to Users all new and existing incentives, discounts, promotions and other offers made available to other customers in the same period.
The Partner is not allowed to ask Users for additional payments on top of the Purchase price for the Service booked on Still Active. Nonetheless, the Partner can propose to the User to purchase paid features or extras to the Service when the User arrives at the venue or facility for the Service, but only to the extent that these paid features and extras to the Service were not available for booking on Still Active when the relevant Booking was made.
Provision of services
The Partner undertakes to:
Still Active is not required to provide any customer service facility to Users on behalf of the Partner under this Affiliation Agreement.
Compensation to Still Active for the services provided to the Partner shall consist of sales fees (“Sales Fee”) calculated as a percentage of the full Purchase price paid or payable by the User to the Partner for the concerned Services. For this purpose, the Purchase price shall be deemed inclusive of VAT and any other taxes related to the sale.
Sales Fees shall be worth 20 per cent of the Purchase price published on the Platform. Further agreements between the Partner and Still Active regarding the Sales Fee can be made, overriding the percentage agreed upon in this Affiliation Agreement.
Sales Fee debited to the Partner shall be deducted from future payments of Purchase prices to the Partner (“Self-Billing”).
If there are no payments to the Partner scheduled in the 60 days following the date when the concerned Sales Fees have become due, Still Active reserves the right to ask the Partner to carry out the payment of the outstanding Sales Fees by bank wire, Transferwise or Paypal.
In case of any prospective change in the method to calculate the Sales Fee or in the terms of payments to Partners according to this Affiliation Agreement, Still Active shall promptly notify the Partner by e-mail or through the platform. All these changes will become effective towards a Partner only upon explicit acceptance by the concerned Partner.
Transfer of Purchase prices
Transfers of Purchase price(s) to the Partner shall take place within 15 working days from the date when minimum cancellation notice period for the related Booking(s) has expired.
To prevent fraud, it is the sole responsibility of the Partner to confirm the validity of a booking confirmation presented by the User when attending a Service. This can be done in the administration tool provided by Still Active, by using the Check-In function. Still Active reserves the right to withhold any Purchase price for Bookings that have not been Checked-In accordingly.
The transfer of Purchase prices will be carried out by Still Active or through one of its affiliates or subsidiaries by means of Bank transfer, Transferwise or any other payment method deemed appropriate by Still Active.
Still Active reserves the right to consolidate the transfer of multiple Purchase prices under a single payment.
Still Active reserves the right to suspend, temporarily or permanently, or to defer the transfer of Purchase prices to the Partner in the event of chargebacks, user complaints or claims concerning Bookings and/or Services and/or in case of material breach of this Affiliation Agreement by the Partner.
Still Active is not obliged to transfer Purchase prices that have not made available yet to Still Active by the payment gateway, the payment system provider or that have not been made available to Still Active for any reason whatsoever.
A chargeback happens when a transaction made online is questioned and challenged by the User or by a third-party with their bank or credit card issuer.
Still Active will provide the Partner with the chargeback details and support the Partner in interacting with the credit card issuer or the financial institution that has started the chargeback procedure.
Any fees charged to Still Active by the payment service provider regarding chargebacks will be deducted from any future payment from Still Active to the Partner.
Still Active will not transfer to the Partner any Purchase price linked to a transaction subject to a chargeback procedure, until the chargeback procedure has not been resolved in favor of the Partner.
If Still Active has already paid the Partner the Purchase price linked to a transaction subject to a chargeback procedure, Still Active will deduct the amount subject to the chargeback procedure from the following payment of Purchase prices due to the Partner, until the chargeback procedure has not been resolved in favor of the Partner.
Still Active reserves the right to ask the Partner a refund of any Purchase price already paid to the Partner that is linked to a transaction subject to a chargeback procedure.
Still Active shall not be deemed responsible to assist or undertake any negotiation, credit collection or enforcement procedure, administrative or judicial action to recover the Purchase price on behalf of the Partner or related to any claim of the Partner against the User.
User complaints and claims
In the event of any complaint or claim made, submitted or filed by a User with respect to the Services, including but not limited to the quality and timing of performance, the Partner undertakes to:
Inform Still Active about such complaint or claim in a prompt and complete manner.
Still Active shall make its best effort to support the Partner in interacting with the User who has made, submitted or filed the complaint or claim to find an amicable solution between the parties.
Nonetheless, Still Active represents that Still Active will not assist, advice or represent the Partner in case of any claim, dispute or judicial action regarding the Services, neither at the administrative nor at the judicial level. Furthermore, Still Active represents that the platform will not make available any alternative dispute resolution system for the Partner to resolve claims or complaints by Users.
Still Active Exclusive Activities
A Still Active Exclusive Activity is a service or amenity that is supplied by the Partner only for promotion and sale on Still Active.
If a Partner hosts a Still Active Exclusive Activity, the Partner may only receive Bookings of such Still Active Exclusive Activity via Still Active.
Unless otherwise agreed in writing, Still Active may not be called to fund the organization of a Still Active Exclusive Activity or to refund the Partner for expenses borne by the Partner for the organization of the Still Active Exclusive Activity.
The Partner and the User can interact by means of a texting system made available by Still Active to ease the booking and/or performance of Services (“Texting System”).
While using the texting system, the Partner should restrain from:
Still Active reserves the right to monitor the texting activities between the Partner and the User for quality check purposes.
Representations and guarantees
The Partner represents and guarantees that the Partner carries out a legitimate business activity as a sole trader, partnership or corporate entity or in any legal form accepted by the applicable law. Furthermore, the Partner represents that its business is duly organized and in good standing, with no foreseeable risk of liquidation, winding up or bankruptcy.
The Partner represents and guarantees that the Partner holds a valid and suitable professional liability insurance to cover any damages resulting during its professional activities.
Still Active reserves the right to verify that the above representations and guarantees are true and accurate.
Still Active also reserves the right to access and inspect the venues, facilities and premises where the Partner performs and supplies the Services for quality check purposes, in a reasonable manner, without any disruption to the Partner’s activities and within the limits foreseen by the applicable law.
Limitations of Liability
The Partner undertakes to indemnify and keep Still Active harmless from any action, claims, liability, damages or loss by Users or third-parties in respect of the performance of the Services or from any other liability. 8
The Partner is responsible for paying all fees, expenses and applicable taxes associated with the use of Still Active and with the sales made via the Platform.
Still Active shall not be deemed responsible or liable for any malfunctioning of or issue related to Stripe, Paypal or any payment gateway or payment system tools used, if such malfunctioning or issue is not caused by negligence or error by Still Active.
The Partner is not allowed to use the Still Active brand, trademark or any intellectual property belonging to Still Active, unless explicitly authorized to do so by Still Active.
This Affiliation Agreement does not create or establish any agency, partnership, joint venture, employment or franchise relationship between Still Active (or any connected person) and the Partner.
Any changes to this Affiliation Agreement shall become effective only after being notified to and accepted by the Partner.
The Partner and Still Active have the right to terminate this Affiliation Agreement unilaterally or mutually at any time with a 7-day notice.
Regardless of its intention to terminate this Affiliation Agreement, the Partner shall perform all the Services already booked by Users on the Platform. Accordingly, the Account of the receding Partner shall be deemed active as long as there is a confirmed Booking for a Service that still needs to be performed by such Partner.
Still Active or the Partner can terminate this Affiliation Agreement immediately in case of a material breach of this Affiliation Agreement by the other party.
This Affiliation Agreement is subject to the Swedish law.