Commission Agreement
This Commission Agreement (the “Schedule”) is entered into between LIVA DOT COM (ASIA) CO., LTD. (“LIVA.COM”) and the operator or partner accepting it (the “Counterparty”).
This is a schedule, not a separate contract. It records how commission is calculated, when it is earned and how it is paid, and it takes its operative terms from the agreement already in force between the parties:
- for a reseller or affiliate partner, the Reseller Agreement;
- for a transport operator, the Commercial Agreement.
Each of those is referred to here as the “Principal Agreement”.
1. Relationship to the Principal Agreement
The commercial terms governing commission — how it is calculated, when it accrues, when and how it is reversed, and how and when it is paid — are set out in the Principal Agreement, and are incorporated into this Schedule by reference. They are deliberately not restated here.
Where this Schedule appears to conflict with the Principal Agreement, the Principal Agreement prevails. This Schedule adds detail; it does not vary those terms.
This drafting is deliberate. Commission terms stated in two documents drift apart, and a counterparty then holds a signed document that contradicts the one we are operating. There is one statement of the commercial terms, in the Principal Agreement, and this Schedule points at it.
2. Where the rate lives
The commission scheme and rate applicable to the Counterparty are those recorded against its account in the relevant portal, and are visible to the Counterparty there at any time. The portal is the record; no rate is agreed by correspondence.
The scheme is one of:
- a percentage of the booking value, at the rate shown; or
- a fixed amount per booking, in the amount shown.
The rate applicable to a booking is the rate in force when the booking is made. A change to a rate takes effect prospectively only, on the notice the Principal Agreement requires, and does not affect commission already accrued.
3. Statements
LIVA.COM makes a statement available in the portal for each settlement period, showing the bookings included, the amounts on which commission was calculated, the commission itself, any adjustment, and the net amount.
The Counterparty shall raise any query on a statement within thirty (30) days of it being made available. After that period the statement is treated as agreed, save for manifest error or fraud.
4. Adjustments
Commission is adjusted, in accordance with the Principal Agreement, where a booking is cancelled, refunded in whole or in part, charged back, or found to have been generated in breach of the Principal Agreement.
An adjustment is applied against commission not yet paid. Where none is expected, the amount becomes repayable on request. LIVA.COM may set off an adjustment against any other amount it owes the Counterparty.
An adjustment is recorded against the booking it relates to, so that the statement history shows what was reversed and why.
5. Taxes
Amounts are exclusive of value added tax or its equivalent, which is added where applicable. Each party is responsible for its own taxes. Where law requires LIVA.COM to withhold or deduct, it shall do so, account for it, and provide the Counterparty with the documentation the Counterparty reasonably needs.
The Counterparty shall provide LIVA.COM with the tax registration details and any certificate required for correct treatment, and shall tell LIVA.COM without undue delay if they change.
6. Term, changes and language
This Schedule takes effect when accepted and remains in force for as long as the Principal Agreement does. It ends automatically when the Principal Agreement ends; commission already accrued remains payable under the Principal Agreement.
LIVA.COM may publish a new version of this Schedule. The portal will show it as requiring acceptance and will record which version was accepted, when and by whom.
This Schedule is drawn up in English; any translation is for convenience and the English version prevails. It is governed by the law stated in the Principal Agreement.
