Common use of Commission and Payments Clause in Contracts

Commission and Payments. 5.1 BBT shall pay commission to the Partner based on the Price at which the Partner purchases a Product from BBT. Any amount of the Price above the Net Rate for the relevant Product shall be paid by BBT to the Partner as commission. 5.2 BBT reserves the right to change its commission structure at any time by notice to the Partner by way of publication of the updated commission structure on the Partner Booking Platform. 5.3 For all Products purchased by the Partner at a Price above the Net Rate, BBT will pay the commission due to the Partner, calculated in accordance with clause 5.1, on an approximately monthly basis. The Partner and BBT’s representative will agree a mutually convenient date, usually once in each month, to check and confirm the commissions due since the last commission statement and prior to that date BBT will prepare and deliver to the Partner a commission statement showing BBT’s calculation of the commission due to the Partner in respect of Product sales made in the period since the last commission statement. 5.4 Subject to clause 5.9, BBT shall pay commissions due to the Partner as soon as practicable following the check and confirmation of the commission statement by the parties referred to in clause 5.3. 5.5 The Partner bears the risk of any loss arising from all instances of fraud, forgery, theft, misappropriation or any other unlawful activity related to the issue and use of Vouchers as described in clause 8.5 and accordingly if any such activity is detected after a commission payment in respect of the affected Vouchers has been made by BBT then such commission payment shall be recoverable by BBT as a debt due from the Partner including by way of deduction from future commission payments to the Partner. 5.6 Where the Partner has been granted a credit facility which allows the Partner to pay BBT for Products it has purchased at any time later than the time at which the Product is purchased then the Partner shall pay the amounts due to BBT within the time period stated on the invoice received by it from BBT. 5.7 If the Partner has been granted a credit facility as referred to in clause 5.6 then BBT may withdraw, suspend, or alter any of the terms of that credit facility at any time. If BBT withdraws or suspends the Partner’s credit facility at any time then the Partner shall pay any amount owing to BBT under that credit facility within 28 days of such event. 5.8 All payments to be made by the Partner under clause 5.6 shall be made free and clear and without any set-off, lien, counter-claim or other deductions of any nature whatsoever. 5.9 Without prejudice to its rights under clause 5.12, BBT shall not be obliged to make any commission payments to the Partner if and for so long as the Partner is in breach of clause 5.6. 5.10 Products may be resold by the Partner in any currency agreed between the Partner and the customer, but if the customer’s credit or debit card is used by the Partner to make the payment to BBT then payment must be made in a currency accepted by BBT. Amounts due from the Sales Agent to BBT in respect of Product sales shall be paid into BBT's nominated account in the currency stipulated in the Product and Pricing Schedule. 5.11 The Partner shall use its reasonable endeavours to procure exemptions from withholding tax from any amounts due to BBT, but if any currency restrictions or government regulations in any jurisdiction prevent the remittance to BBT of the whole or any part of any amount due to it from the Partner then any such amount not remitted shall be held in an account in its name as nominated by it in the relevant jurisdiction, and shall be deposited into that account by the Partner in the currency of the jurisdiction not later than the date when such payment would have been due to BBT and the Partner shall at the same time provide to BBT all documentation and any other assistance required to enable it to claim the release of the amount held in the in-country account. 5.12 If any amount is not paid by the Partner in accordance with clause 5.6, BBT may in its absolute discretion: (a) suspend for whatever period it thinks reasonable the account and/or the credit facility of the Partner and any sub-agent accounts without prior notification. For the avoidance of doubt, the suspension of an account will prevent the purchase of further Vouchers and Tickets during the period of suspension; (b) charge interest on the overdue amount at the rate of 4% per annum above the official bank rate published by the Bank of England from time to time; and (c) charge its internal costs of recovering the delayed payment to the Partner, and if the situation persists BBT reserves the right to withdraw any credit facilities immediately and without further notice to the Partner and may also pursue any and all alternative ways of recovering payment from the Partner. 5.13 In the event of a refund being requested by a customer, the Partner must ask the customer to speak directly to BBT. Refunds cannot be made by the Partner. Should a refund be issued to the customer because of a problem with the service provided by BBT, the Partner shall be entitled to receive commission for that sale. Should a refund be issued to the customer because they did not use their ticket, or if BBT believes the customer was mis- sold by the Partner then no commission will be paid to the Partner. This decision is solely at the judgement of BBT whose decision will be final and binding.