Affiliates Agreement
Version: August 20, 2025
1. Definitions
For the purposes of this Agreement:
• “Affiliate”: the natural or legal person who registers to promote the Platform in exchange for commissions.
• “Valid Sale”: a sale that is successfully completed, paid, not cancelled, not refunded, and not subject to chargeback.
• «Completed Booking»: a reservation that has been consumed/executed by the customer (e.g., stay or service completed), is listed as “assisted/checked out” and has not been canceled, refunded, marked as a no-show, or subject to chargeback.
• “Attribution Window”: the period during which a commission is recognized to an Affiliate from the moment a user accesses via the Affiliate’s tracking link.
• “Program Policies”: any promotional guidelines, brand rules, payout schedules and technical specs published in the Affiliate dashboard from time to time.
2. Purpose
This Agreement governs the relationship between Shaka Nomad (the “Platform”) and the Affiliate to promote the Platform’s services in exchange for a commission on Valid Sales generated through the Affiliate’s promotional activity, in accordance with this Agreement and the Program Policies.
3. Enrollment and Acceptance
• Enrollment in the program is free. Certain optional services or features may be paid as per the then-current terms.
• The Platform may manually review and approve or reject applications at its sole discretion without obligation to justify its decision.
• Registration is completed via the Platform affiliates form. Ticking the acceptance checkbox constitutes express consent to these agreement.
3.1. KYC/Compliance. The Platform requires identity, and bank details verification through Stripe Connect (KYC/AML). The affiliate accepts Stripe's terms and conditions upon completing their registration. (see conditions at stripe.com/connect).
4. Affiliate System Operation
4.1. Attribution. The Platform will provide the Affiliate with a unique tracking link. Tracking is cookie-based for the Attribution Window of 30 days. Last-click attribution applies; cookies from different affiliates do not stack or transfer. Cross-device or cross-browser attribution is not guaranteed.
4.2. Validity. Commissions accrue only for Valid Sales and/or Completed Bookings attributed to the Affiliate’s link within the Attribution Period. Sales or bookings outside this period or that do not meet the program policies do not generate commissions.
4.3. Exclusions. No commissions are payable for orders or bookings that are: (i) cancelled, refunded, returned, or marked as no-show; (ii) suspected of fraud or subject to chargeback; (iii) placed by the Affiliate for personal use (self-referrals) or generated via prohibited practices; or (iv) modified to non-commissionable rates or terms.
4.4. Accrual and Reversals (Completed Bookings).
(a) Accrual. For bookings, commissions only accrue and become due when the Completed Booking is validated by the Platform.
(b) Validation window. The Platform may take up to 7 calendar days after the scheduled completion date to validate booking status with suppliers/partners.
(c) Payment. Approved commissions are paid according to the payout schedule and method stated in these terms / the Affiliate Dashboard.
(d) Limited reversals after payment. Once paid, commissions may be reversed only in cases of chargeback, fraud, or manifest error (e.g., duplicate tracking or misattribution). The Platform may set off such amounts against future payouts.
4.5 Calculation basis (discounts/taxes/shipping). Commissions are calculated on the net order value actually received by the Platform, excluding VAT/sales taxes, discounts, coupons, credits, shipping and insurance, unless expressly stated otherwise in the Affiliate Dashboard.
5. Commission and Payment
5.1. The commission rate is displayed in the Affiliate dashboard and may be updated with 15 days’ prior notice via the dashboard or email. Changes apply prospectively.
5.2. Payout Schedule. Approved commissions are paid within the first 15 days of the month following validation, via bank transfer through Stripe Connect.
5.3. Minimum Payout. Payouts require a minimum accrued balance of 20€. Lower balances roll over.
5.4. Invoicing & Taxes
• EU VAT (general rule). For B2B services supplied by the Affiliate to Shaka Nomad OÜ (Estonia), if the Affiliate is VAT-registered in the EU (outside Estonia), the invoice is without VAT under the reverse-charge mechanism (Art. 44/196 EU VAT Directive) and must state “VAT reverse charge applies.”
• If the Affiliate is established in Estonia, local VAT rules apply.
• If the Affiliate is outside the EU, the invoice is typically without EU VAT; the Affiliate remains responsible for its local taxes.
• The Affiliate is solely responsible for declaring and paying any income taxes, social contributions or other taxes arising from commissions.
• The Affiliate must issue a compliant invoice (with or without VAT, per its status). The Platform may require a valid tax identification and may withhold/pay taxes as required by applicable law.
5.5. Currency & Fees. Payouts are made in EUR, unless otherwise agreed. Payment processor and bank fees may be deducted from the payout.
6. Affiliate Obligations
6.1. Lawful, accurate promotion. The Affiliate shall promote the Platform lawfully, ethically and truthfully, using only authorized promotional methods and creatives.
6.2. Brand bidding & impersonation. Without prior written consent, the Affiliate shall not bid on the Platform’s trademarks (or misspellings/variations) in search engines or ad platforms; register confusingly similar domains; or create social accounts implying ownership by or official endorsement from the Platform.
6.3. Prohibited practices. The following are strictly prohibited unless expressly approved in writing:
• Spam (email/SMS/DMs), unsolicited communications, or lists without valid opt-in;
• Adware, malware, spyware, toolbar installs, cookie stuffing, forced clicks, auto-redirects, cloaking, or incent traffic that misleads users;
• Misleading claims, unsubstantiated earnings statements, fake reviews/testimonials; Posting undisclosed coupon codes or scraping “private” codes meant for specific channels;
• Use of counterfeit or unlicensed third-party content.
6.4. Mandatory disclosures. Where required (e.g., EU consumer law, UK ASA/CAP, US FTC), the Affiliate must clearly disclose the affiliate relationship (e.g., “I may earn a commission if you buy through my link”).
6.5. Email and ePrivacy compliance. The Affiliate must comply with applicable e-marketing rules (ePrivacy Directive/Member State laws, CAN-SPAM or similar), including valid consent, sender identification and an unsubscribe mechanism.
6.6. Data protection. See Clause 13.
6.7. Take-down. The Affiliate shall immediately cease using any promotional materials or marks upon written request.
6.8. Sub-affiliates. Appointment of sub-affiliates requires prior written consent. The Affiliate is fully liable for sub-affiliates’ compliance.
6.9 Records & Audit. The Affiliate will keep reasonable records of traffic sources, placements and creatives and will cooperate with reasonable compliance reviews.
Breach. A material breach entitles the Platform to suspend tracking and payments and/or terminate immediately, without prejudice to further remedies.
7. Intellectual Property & Brand Use
7.1. The Affiliate receives a limited, revocable, non-exclusive, non-transferable license to use the Platform’s name and logos solely under this Agreement and the brand guidelines.
7.2. The Affiliate shall not modify logos, create unauthorized variations, or associate the brand with illegal, offensive or inappropriate content. All goodwill accrues to the Platform. No other IP rights are granted.
8. Confidentiality
The Affiliate shall not disclose any technical, commercial or strategic information obtained during the term, except with prior written authorization or where disclosure is required by law. This obligation survives termination.
9. Term and Termination
9.1. This Agreement starts on acceptance and continues until terminated.
9.2. Either party may terminate for convenience on 15 days’ notice. The Platform may suspend or terminate immediately for material breach, suspected fraud or brand/reputation risk.
9.3. On termination, the Affiliate must cease all use of the Platform’s IP and remove links and creatives. Accrued approved commissions remain payable subject to the hold period and reversals; unapproved or disputed commissions may be withheld pending review.
10. Force Majeure
Neither party is liable for failure to perform due to events beyond its reasonable control (e.g., outages, acts of God, strikes, war, governmental action). The affected party shall use reasonable efforts to mitigate.
11. Limitation of Liability; Indemnity
11.1. The Platform does not guarantee minimum earnings, traffic or conversion rates, nor uninterrupted program availability. The Affiliate acts as an independent contractor; no employment, agency, franchise, joint venture or partnership is created.
11.2. Indemnity. The Affiliate shall indemnify and hold the Platform harmless from claims, damages, penalties, costs and expenses (including reasonable legal fees) arising from the Affiliate’s promotions, breach of this Agreement, or infringement of third-party rights.
11.3. Liability Cap. To the maximum extent permitted by law, the Platform’s aggregate liability under this Agreement shall not exceed the total commissions paid to the Affiliate in the preceding six 6 months. Nothing limits liability for fraud or willful misconduct.
12. Governing Law and Jurisdiction
This Agreement is governed by the laws of Estonia. The parties submit to the courts of Tallinn, without prejudice to mandatory consumer or labor fora where applicable.
13. Data Protection
13.1. Each party acts as an independent controller for personal data it processes in its own operations (e.g., the Affiliate’s marketing lists; the Platform’s customers). No customer personal data will be shared with the Affiliate except as strictly necessary and lawful.
13.2. The Affiliate must implement appropriate technical and organizational measures and comply with GDPR and applicable data protection/e-privacy laws, including transparency and consent for tracking technologies where required.
13.3. If any processing is performed by one party on behalf of the other, the parties shall enter into an appropriate data processing agreement (DPA) before such processing.
13.4. Further details are described in the Platform’s Privacy Policy, which the Affiliate acknowledges.
14. Changes to the Program/Agreement
The Platform may update the Program Policies or this Agreement with 15 days’ notice by posting in the dashboard or notifying the Affiliate. Continued participation after the effective date constitutes acceptance. Materially adverse changes to already-earned commissions will not apply retroactively.
15. Related Documents
Version: August 20, 2025