Supply Partner Agreement

By clicking the ‘I have read all the terms of the agreement and agree to abide by them’ checkbox, Supply Partner accepts this Agreement and agrees to the attached Company Terms and Conditions and the Attachments, all of which are incorporated in this Agreement. If Supply Partner is entering into this Agreement on behalf of a company or other legal entity, Supply Partner represents that it has the authority to bind such entity to these terms and conditions, in which case the term ‘Supply Partner’ shall refer to such entity. Please carefully read the following terms and conditions and do not agree to become a Company Supply Partner until after doing so. By agreeing to become a Company Supply Partner and providing Supply Partner Products for Company’s resale and distribution through Company’s Distribution Channel, Supply Partner agrees to the terms of this Agreement, including without limitation all obligations imposed on Supply Partner hereunder. If Supply Partner does not wish to so agree, or does not have the authority to enter into this Agreement, Supply Partner should not register to become a Company Supply Partner and do not provide Company with Supply Partner Products for resale and distribution through Company’s Distribution Channel.

1. DEFINITIONS

The terms used in this agreement are defined as follows -

Company:

Tarzan Way Travels Private Limited

Supply Partner:

Any travel agency/tour agency/individual/local community/other relevant supply partner for accommodation, transportation, activities or other tour related services offering requested travel services and non-exclusive distribution rights to the Company.

Customer:

The person over the age of 18 years named as the first person on the booking form and who is liable for full payment to the Company.

Accommodations:

The hotel or other accommodation, i.e. guest house, home-stay, hostel, BNB and so on reserved for the Customer while traveling.

Transportation:

The provision of a suitable vehicle or vehicles for the conveyance or transfer of Customers while traveling.

Activities:

Means those activities and excursions, either included as part of the Tour or payable locally, that are provided by the Supply partner to the Customers while traveling.

Other Services:

Any other relevant services, i.e. tour guides, visa services, insurance services and so on.

Supply Partner Network:

Company’s partners for accommodations, transfers, activities, flights and other relevant services.

Experience:

The activity and other travel services sold by the Company to the Customers.

2. SUBJECT OF AGREEMENT

A.    The Company carries on business as a marketplace offering highly immersive, unique and personalized experiences worldwide (‘Product’) to members of the general public, from all over the world (‘Customers’) through own online and offline marketing and travel distribution channels for purchase (i.e. booking).

B.    The Supply Partner carries on business providing certain activities or short multi-day tour forming part of an experience which may include accommodation, transportation, staff and other tourist services (‘Product’).

C.    The Company wishes to appoint the Supply Partner to provide the requested Services to assist the Company in delivering singular travel experiences to its Customers and the Supply Partner wishes to be appointed in said capacity on the terms of this Agreement.

3. SCOPE OF SERVICES

3.1     The Supply partner shall provide the Services mentioned in the form or are required for the Experiences, which may include, without limitation, Transportation, Accommodation, Activity or Other Services. In providing the Services the Supply partner shall comply with and procure that any other of its employees, guides, supply partners, shall not subcontract any of its rights and obligations under this agreement and shall comply with the following terms in good faith and in accordance with standards consistent with best practices in the tours and activities industry.

3.2   Transportation:
Where required by Company as a key component of the experience, Ground Transportation to the Company, the Supply partner shall comply with services operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry. In the event this service uses a subcontractor, Supply partner will be responsible and liable for Subcontractor’s compliance with the terms and conditions of this Agreement.

3.3   Accommodations:
Where required by Company as a key component of the experience, the Supply partner shall provide to Company, appropriate Accommodation of a good standard and capable of offering the meals, facilities and services as required by the Company for provision of the Tour. The Supply partner shall notify the Company how many single rooms offering sole occupancy can be offered at each Accommodation and the cost of the single rooms.
3.3.1   Where providing Accommodation to the Company, the Supply partner shall comply with Accommodation operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry. In the event this service uses a subcontractor, Supply partner will be responsible and liable for subcontractor’s compliance with the terms and conditions of this Agreement.

3.4   Guide and/or Supply partner staff:
Where providing Guide and/or Supply partner staff to the Company, the Supply partner shall comply with services operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry.
3.4.1  The Supply partner will ensure that all Guides and staff employed directly or indirectly by the Supply partner are professional, fully competent and legally licensed to deliver the Tour or Activity, and will satisfy the minimum requirements in terms of ratio Customers / Guides, ability, experience and qualifications as may be requested by the Company. The Supply partner shall ensure that employment of Guide complies with all employment laws and regulations required in the locality and that Guide have a strong command of English.
3.4.2   The Supply partner shall ensure that they, their staff and employees, and any sub agents, contractors or facilities, act, behave, or generally conduct themselves, towards Customers in a manner that is in the best interests of the Company and that is in accordance with the contractual liability of the Company to the Customer.

3.5    Activities and Excursions:
Where providing Activities and Excursions to the Company, the Supply partner shall comply with services operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry. Activity being the key element of the experience, shall not be subcontracted.
3.5.1   The Supply partner will ensure that appropriate licenses required to operate the Activity and/or Excursion are valid and are maintained for the duration of this Agreement and shall ensure that Activities and Excursions are provided by staff who are fully competent and legally licensed to deliver the Activities and Excursions.
3.5.2   The Supply partner must ensure that all sites, locations and venues used in the provision of the Activities and/or Excursions meets minimum fire, safety, health and operating standards and regulations of the country in which they are supplied and that, where relevant, the site, location or venue is suitable and is fully insured in respect of the Activities or Excursion provided.
3.5.3   The Supply partner shall ensure that all equipment used in the provision of the Activities and/or Excursions meets minimum safety, health and operating standards and regulations of the country in which the equipment is to be used.

4. SUPPLY PARTNER OBLIGATIONS

4.1    General:
4.1.1  The Supply partner undertakes to Company to provide on the ground, all constituent parts of the Tour as agreed with the Company and the Supply partner agrees to supply Services at a consistently high level to support Company staff and to ensure the safety, comfort and enjoyment of its Customers. The Supply partner shall comply with the itinerary of the Tour as advertised and notified to the Customer by the Company.
4.1.2   Any alterations to the content of the Tour made while the Tour is in progress may only be made with the purpose of ensuring the safety and welfare of the Customers and, where possible and practical, with the approval of the Company. The Supply partner undertakes to read and agree to the contents of any manuals (if any) provided by the Company and agrees to abide by any codes of practice set out within such manuals.
4.1.3   The Supply partner confirms it is a fully licensed and legal operator and confirms it shall comply fully and immediately with all relevant local and other applicable laws and regulations and with any lawful instruction issued by Company under this Agreement.
4.1.4   The Supply partner shall provide swift feedback about any complaint received from a Customer.
4.1.5   The Supply partner shall not seek to alter the contract between the Company and the Customer in any way without the express and prior authorization of the Company. For the avoidance of doubt, the Supply partner may not ask a Customer to sign any form of disclaimer of waiver of the legal rights of the Customer for any part of the contracted services except where expressly authorized by the Company;

4.2    Health and Safety:
4.2.1   The Supply partner shall maintain a documented emergency procedure that is accessible to Guides and staff involved in the provision of the Tour or Activity. The Supply partner shall notify the Company immediately of any incident or accident that involves injury or harm to the Company’s Customers, of any unresolved complaints by Customers or of any necessary major changes in Tour. In the case of any major incident that involves serious injury, death or any event that may attract media interest the Supply partner shall work closely with the Company to professionally manage the crisis and shall continually monitor Ministry of Tourism, India or the UK Foreign & Commonwealth travel advice (www.fco.gov.uk/travel) for the country or countries in which they operate.
4.2.2   The Supply partner shall assist in completing a full risk assessment where required and to ensure that all equipment supplied to Customers has been checked and is in good condition.

4.3    Customer Service and Contact:
4.3.1   If Supply partner needs to contact a Customer in connection with providing Products purchased by such Customer, Supply partner will follow the procedures set forth in this Agreement, and such other reasonable Company processes and procedures as may be communicated by Company to Supply partner from time to time.
4.3.2   Supply partner will ensure a smooth customer service process, including answering any Customer complaints in writing (e.g., by email or an interface made available by Company) within five (5) days after complaint submission. Company reserves the right at any time to respond to Customer complaints, including by contacting Customers directly; provided, however, that prior to resolving the complaint and/or providing compensation to Customers, Company will first discuss the complaint with the Supply partner. If Company provides compensation to a Customer in connection with a Customer complaint, Supply partner will not be owed (and Company is not obligated to pay) any amount(s) for the Product(s) at issue, and any amount(s) already paid for such Product(s) may be adjusted on any subsequent payment owed by Company.
4.3.3   After a Customer has purchased a Product, Supply partner will not contact such Customer for purposes of marketing or selling tours, activities or other travel-related destination services and/or products to such Customer or for any other purpose other than to fulfil the Product purchased or to answer a Customer complaint.

4.4    Responsible Travel:
4.4.1   The Supply partner shall, wherever possible, support the Company’s Responsible Tourism Policy, as may be communicated and provided from time to time.
4.4.2   The Supply partner shall, abide by the Company’s Animal Welfare Policy, for any activity requiring the use of animals.
4.4.3   The Supply partner shall, wherever possible, support the local community and environment, as may be communicated and provided from time to time.

4.5    Supply partner content and material:
4.5.1   The Supply partner hereby grants to the Company the nonexclusive, perpetual, irrevocable worldwide right to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos and other content and material provided by Supply partner (‘Supply partner Content’) to advertise, market, promote and distribute Supply partner’s Products through Distribution Channels, including without limitation on the website of the Company and its Distribution Channels, (ii) to advertise, market and promote destinations and activities on or through the Distribution Channels and to market and promote the Distribution Channels generally, provided, however, that Company shall have no right to use the Supply partner Content to market or promote competing products, and (iii) to otherwise perform Company’s obligations and exercise Company’s rights under this Agreement.
4.5.2   Supply partner represents, warrants and covenants that (a) Supply partner owns, or has rights sufficient to grant the rights granted to Company in this Agreement with respect to, all Supply partner Content provided to Company, (b) Supply partner Content will be accurate and complete and will not be misleading or fraudulent, and (c) Supply partner Content (and Company’s exercise of its rights with respect to Supply partner Content) does not and will not infringe, violate or misappropriate any Third-Party’s proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. Supply partner hereby acknowledges and agrees that Company shall own all right, title and interest in and to any derivative works of the Supply partner Content created by or on behalf of Company, whether prior to or after the Effective Date, and hereby assigns to Company any and all right, title, or interest that Supply partner may have to such derivative works.
4.5.3   The Supply partner hereby grants to the Company the nonexclusive, perpetual, irrevocable worldwide right to copy, extract, publish any information from its own social network and associated websites in the sole purpose of advertising, promotion and marketing of the Supply partner’s Products. The content includes and is not limited to information created by the Supply partner or individuals referring to the Supply partner’s Product.

4.6    Trademarks & Intellectual property:
4.6.1   The denomination, brands, logos, drawings and designs from Company (hereinafter the ‘Distinctive signs’) are the exclusive property of Company, and they enjoy legal protection in respect of any unlawful use, and, more particularly, in respect of any utilization made without the authorization of Company.
4.6.2   Any fraudulent utilization of these names and designations by violation of the rights of Company, shall be deemed to be an act of counterfeiting for which the Company in question may be held liable on the basis of the Intellectual Property Code as well as the provisions of Community and international law in this matter.
4.6.3   Company grants to Supply partner the right to use and display Company’s logo ‘TTW Certified Experience’ with respect to and exclusively for the Products that have been formally certified and currently advertised on Company’s website. The logo can be used as a quality seal, for the purpose of advertising, marketing and promotion of the said Product through the Distribution Channels used by Supply partner.

4.7   Technology:
4.7.1   Supply partner’s use of Company’s tools, interfaces, application programming interfaces, extranets, computer software and any other Company technology is subject to and conditioned on Supply partner’s compliance with the terms and conditions of this Agreement.
4.7.2   Supply partner or its Third-Party service providers shall access and use the Company’s Technology in accordance with the applicable documentation for such Company’s Technology and any written instructions received from Company. Company may suspend Supply partner’s and/or its Third-Party service providers’ access to and use of Company’s Technology at any time if Company believes that Supply partner and/or its Third-Party service providers are in breach of the Agreement (including without limitation Supply partner’s representations and warranties in the Agreement).
4.7.3   Supply partner shall be responsible for the compliance of its Third-Party providers with the terms and conditions of this agreement and shall be liable for any breach by such Third-Party providers.
4.7.4   Supply partner (and not Company) is responsible for obtaining, maintaining and configuring all telecommunications, broadband, computer and other hardware, equipment, software and services needed to access and use the Company’s Technology, and paying all charges related thereto. If Supply partner intends to engage a third-party service provider to obtain, maintain and configure Supply partner’s access to the Company’s Technology, Supply partner will notify Company in advance, and Supply partner assumes responsibility for actions taken by such Third-Party and such Third-Party’s compliance with this Agreement.

5. TERMS OF BOOKINGS

5.1    The Supply Partner shall follow the operational procedures set forth in these sections, including without limitation those with respect to Product bookings, changes, availability and any updates or revision to these sections.

5.2     For each Product that Supply Partner offers (including without limitation to any Third-Party), Supply Partner will make that Product available to Company for marketing and distribution and available for bookings by Customers, unless Company receives proper notice in advance from Supply Partner in accordance with procedures set forth in this section.

5.3     If Supply Partner changes a Product after a Customer has booked the Product but not yet received it, Supply Partner will provide such Customer an alternative Product of the same or higher quality as the Product originally booked and the Supply Partner will accommodate such Customer to the Customer’s reasonable satisfaction. If Supply Partner cannot accommodate Customer, Supply Partner agrees that Customer may cancel its booking and Company may process a refund for that Customer.

5.4     In this situation, Supply Partner will not be owed (and Company is not obligated to pay) any amount(s) for that booked Product, and any amount already paid for such booked Product may be adjusted on any subsequent payment owed by Company. Company reserves the right to charge the Supply Partner reasonable fees related to the foregoing, including but not limited to merchant and customer service fees.

5.5     For each Product that Supply Partner offers (including without limitation to any Third-Party through coupons, deal-of-the-day or flash sale websites, or any other distribution channel), Supply Partner will make that Product available to Company for marketing and distribution through the Distribution Channels. Supply Partner will ensure that all Products that Company markets and distributes through the Distribution Channels are available for booking by Customers, unless Company receives proper notice in advance from Supply Partner.

5.6     All Products will be subject to ‘Freesale Booking’ unless Company and Supply Partner mutually agree that Freesale Booking is not commercially possible for a specific Product or that a Product is subject to On Request Booking (defined below). For Freesale Bookings, Supply Partner authorizes Company to accept all requests from Customers for the purchase of Supply Partner’s Products and to send confirmation of Product purchases to Customers. For avoidance of doubt, Supply Partner will accept all Freesale Booking requests and may not reject a Freesale Booking. If a Freesale Booking request lacks certain Customer information, Supply Partner shall follow Company’s then-current customer contact procedures (defined below) (and to be clear, Supply Partner will not reject the booking). The parties may mutually agree that a specific Product is subject to ‘On Request Booking’ in which case Supply Partner may accept or reject a booking request for the Product before the Customer receives confirmation from Company. For On Request Bookings, Supply Partner agrees to accept or reject the booking request within forty- eight (48) hours. If Supply Partner accepts the request, the Product will be deemed purchased and confirmed.

5.7     Supply Partner will manage Product bookings, including without limitation accepting, rejecting and confirming Product bookings, using the interface made available by Company (Interface will be available by end of 2020, till then Supply Partner’s can manage bookings manually.) Supply Partner will keep Product availability current at all times.

5.8     All bookings not rejected by Supply Partner or Supply Partner’s technology provider through an interface made available by Company (which will be available later) or through email/WhatsApp contact will be deemed accepted by Supply Partner. If a Customer is able to book a particular Product because Supply Partner appears to have availability for such Product through the Company interface, Supply Partner will accept such booking. If booking through the Company interface becomes disabled, regardless of fault and with or without notice, Supply Partner agrees to immediately revert to managing booking confirmations either through emailed booking confirmations sent from Company or through other technology made available by Company. (Which will be available later).

5.9     Supply Partner will notify Company of any changes (e.g., changes to itineraries or timings), cancellations (e.g., tour cancellations, sold-out dates) and any other updates with respect to Products at least three (3) months in advance. If such advance notice is not possible, Supply Partner will notify Company immediately upon becoming aware of such changes, cancellations or updates. If Supply Partner does not notify Company in advance of such changes, cancellations and updates and Company refunds Customers for the applicable Products as a result of the changes, cancellations or updates, Supply Partner agrees to compensate Company for all amounts forfeited by Company and pay reasonable amounts for Company’s efforts.

5.10     Customer Redemption: If Supply Partner requires a voucher or confirmation of purchase, Supply Partner will accept an electronic voucher for each Product sold by Company or through one of Company’s Distribution Channels. If Supply Partner cannot accept electronic vouchers for a certain Product, Supply Partner must request approval from Company and Company may in its sole and absolute discretion waive the electronic voucher requirement, which waiver may be provided by Company by e-mail.

6. CANCELLATION

6.1 In the event of a cancellation of the Tour by the Supply Partner, the Company and Customer will charge any cancellation fee. The Supply Partner reserves the right to cancel the Tour within hours prior to the start of the Tour due to reasons of Force Majeure Event, weather condition, and safety issues and refund the Company / Customer in full in such case.

6.2 If an Inbound Customer cancels the reservation the Company has to apply the following cancellation policy:

25 days before arrival date – 0% loss of the total price of the travel services.
25-15 days before arrival date - 15% loss of the total price of the travel services.
15-8 days before arrival date - 50% loss of the total price of the travel services.
0-7 days before arrival date – 50-100% loss of the total price of travel services depending on Company’s convenience.

6.3 If a Domestic Customer cancels the reservation the Company has to apply the following cancellation policy:

25-8 days before arrival date – 0% loss of the total price of the travel services.
4-7 days before arrival date - 50% loss of the total price of the travel services.
0-3 days before arrival date – 50-100% loss of the total price of travel services depending on Company’s convenience.

6.4 Supply Partner will not directly accept Customer cancellations for purchased Products. Cancellations for purchased Products must be made by Customer directly through Company within the applicable cancellation time period, as set forth in 6.2 & 6.3. Company has no obligation to provide refunds to Customers who do not contact Company to cancel within the applicable cancellation time period.

6.5 In the event of No-Show, for each Product, Supply Partner will adhere to Company’s cancellation policy as set forth on the Company’s terms and Conditions at the time of Product booking. Notwithstanding the foregoing, in any event, Supply Partner will not impose a more restrictive cancellation policy on Company’s Customers than that which Supply Partner imposes upon customers booking directly with Supply Partner or through any Third-Party (including without limitation through coupons, deal-of-the-day or flash sale websites, or any other distribution channel) (the “Supply Partner No Show Policy”). Unless cancelled by Company, all Products booked by Customers through the Distribution Channels will remain available to the Customers in accordance with the Supply Partner No Show Policy. Supply Partner will use commercially reasonable efforts to accommodate Customers arriving after any no-show cut-off time.

7. PRICES & PAYMENT

7.1     Supply Partner will provide Product rates and pay Product fees in accordance with this Agreement. Supply Partner represents and warrants that the net wholesale rates (‘Net Rates’) offered to Company are the lowest Net Rates offered by Supply Partner to any distributor of its Products. If Supply Partner offers Products or enters into an agreement to provide Products through or to a Third-Party (including without limitation through any other distribution channel, such as coupons, deal-of-the-day or flash sale websites) for a lower price or rate or under a lower pricing or rate arrangement or formula (including without limitation for no fee) than the then-current Net Rates provided to Company, then Supply Partner will promptly notify Company and provide to Company such lower price or rate or pricing or rate arrangement or formula retroactively as of the date first provided to such other Third-Party. If Supply Partner fails to comply with this provision, Company shall have the right, in its sole discretion, to either suspend Supply Partner or terminate this Agreement with fifteen (15) days prior written notice to Supply Partner.

7.2     For each Product, Supply Partner will provide Company the following rates: Net Rate (i.e., net wholesale rate) and suggested retail rate. Net Rates will include all applicable per person fees and all applicable taxes and other charges. Supply Partner shall be solely responsible for the payment of any and all applicable taxes, including without limitation value added tax, sales and use tax, and any other taxes applicable to the resale of the Products (‘Taxes’). Company has the right to set the resale price of each Product. The Net Rates provided by Supply Partner will be valid for a minimum of one (1) year from the date the Net Rate is provided by Supply Partner and will apply to all Products booked while such Net Rates are in effect. If Supply Partner fails to provide Company with an updated Net Rate or confirmation of the extension of the then- current Net Rate, Company may extend the then- current Net Rate for an additional one (1) year and Supply Partner will honour all Product bookings at this rate until the Supply Partner provides an updated Net Rate. If Supply Partner provides updated Net Rates, Company will have up to two (2) weeks to implement such Net Rates and Company shall pay the prior Net Rate for all Product bookings during this time period.

7.3     Company will make any payments of Net Rates owed to Supply Partner under this Agreement pursuant to the payment terms set forth in Section 6. With respect to any amount to be paid by Company under this Agreement, Company may set-off against such amount any amount that Supply Partner is obligated to pay to Company or for which Supply Partner is required to reimburse Company under this Agreement.

7.4     Company will be responsible for collecting funds from Customers for Products purchased by Customers through the Distribution Channels. Company will be responsible for any applicable related merchant fees incurred by Company in collecting these funds.

7.5     Supply Partner agrees to pay an annual fee to Company for Membership (hereinafter ‘Annual Membership Fee’), for which Company agrees to provide online and offline marketing services to promote Supply Partner’s Product which is waived off for 2020 but will be applicable from 2021 onwards.

7.6     On a monthly basis, Company (or its designee) will pay Supply Partner a ‘Supply Partner Remittance’ in an amount equal to the sum of the Net Rate for each Product provided by Supply Partner to Customers less any adjustments including for cancellations or refunds provided to Customers. Company will make payment by Electronic Funds Transfer (EFT) within twenty-one (21) business days after the end of the Settlement Period. In calculating such payment amount, the Net Rate will be the rate at the time the Customer booked the Product.

7.7     Supply Partner will notify Company of any billing discrepancies by email within forty-five (45) days after the date on which the Product was provided by Supply Partner to the Customer or thirty (30) days after receipt of remittance advice, whichever is later. After such period, adjustments for billing discrepancies will be made in Company’s sole discretion.

7.8     Company will pay by EFT into the Supply Partner bank account provided by Supply Partner. If Supply Partner fails to provide, maintain or update the bank account details required by Company (including all relevant tax information), Company reserves the right to withhold payment until this information has been provided. If Supply Partner requests payment in a form other than EFT or into an account or in a currency that is not denominated in Indian Rupees, Company reserves the right to apply a transaction fee and/or a currency conversion fee for such payment, which such fee or fees will not exceed Company’s cost. For each payment, Company will make available to Supply Partner a remittance advice detailing the transaction ID and other booking information for each Product transaction included in the payment. UNLESS SPECIFICALLY REQUIRED BY THIS AGREEMENT, SUPPLY PARTNER WILL NOT SEND INVOICES TO Company. Any Supply Partner invoices sent to Company are hereby rejected, and Company has no obligation to pay, and no liability with respect to, any Supply Partner invoices sent to Company.

7.9     ‘Settlement Period’: is based on Supply Partner’s currency and will be either Calendar month or Mid-month (as described below) as Company notifies Supply Partner, which notification may be provided by e-mail. Calendar month. Example: January 1-31, April 1-30 Mid-month ending on the 15th. Example: January 16-February 15.

8. TERMINATION

8.1 Either party may terminate this Agreement at any time on giving at least 30 days' written notice to the other party.

8.2 Either party may terminate this Agreement immediately on giving written notice to the other party if:

the other party commits any material breach of this Agreement; or
the other party commits a breach of this Agreement and fails to remedy to the satisfaction of the non-breaching party, within 7 days of receiving a written request to do so, that breach; or
clause 10 (i), (iii), (iv), (v) and other relevant points apply.
in one party's reasonable opinion, there is any repeated or persistent failure by the other party to provide service of a sufficiently high standard to clients’ Travel Services.

8.3 This Agreement shall terminate immediately without notice if:

the other party suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due; or
the other party has a receiver or liquidator appointed, or passes an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or re-organization) or a Court makes an order to that effect or a similar event occurs; or
distress or execution is levied against the property of the other party.

8.4 If this Agreement is terminated for any reason save those set out at sub- clauses (iii)(a), (b) and (c), the termination shall not apply in relation to bookings confirmed by the Company to the Supply Partner before the effective date of termination and the rights and obligations of the parties under this Agreement in respect of such bookings shall survive the termination and be enforceable notwithstanding it.

9. SUBCONTRACTING

9.1 Supply Partner represents, warrants and covenants that:

9.1.1

9.1.2

9.1.3

9.1.4

9.2 If Company believes that Supply Partner is in breach of this Agreement (including without limitation Supply Partner’s representations, warranties and covenants in this Agreement), Company may terminate this Agreement and may require Supply Partner to (and Supply Partner will) fulfil all Product purchases made prior to termination or assist Company in procuring alternate Supply Partners to fulfil such Product purchases (in which case Supply Partner will not be owed, and Company is not obligated to pay, any fees for such Products, and any amounts already paid for such Products will be promptly refunded to Company).

10. IDEMNIFICATION

10.1     The Supply Partner (whether or not this Agreement has been terminated) will at all times save harmless and keep fully indemnified the Company from and against any actions, claims, proceedings, losses, costs, expenses and demands (including costs and expenses in defending such matter and its proper settlement) incurred or suffered by Company in connection with any Third-Party claim, suit, demand, action, or investigation brought against the Company, howsoever arising, except where such matter arises out of the negligence of the Company.

10.2     Whether or not this Agreement has been terminated, except as expressed elsewhere neither party shall be liable to the other for failure to perform obligations under this Agreement nor for any loss, damage or delay resulting from, but not limited to, an Act of God, fire or flood, riot or industrial dispute, legal restrictions or any matter outside of the control of the parties (‘Force Majeure Event’).

10.3     The party affected by a Force Majeure Event shall promptly give written notice of the nature and likely duration (if it can be assessed) of the Force Majeure Event. If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labour dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation for the period during which such condition exists.

10.4     Should any Force Majeure Event continue for a period of 30 (thirty) days or more, either party shall be entitled to terminate this Agreement forthwith and the provisions of this Agreement relating to the consequences of termination shall thereupon take effect.

10.5   Limitation of Liability:
To the maximum extent permitted by law, in no event will either party be liable under any theory of liability (whether in contract, tort, statute or otherwise) for any and not limited to consequential, incidental, special, exemplary or indirect damages of any kind, or for any loss of profit, loss of revenue, loss resulting from interruption of business or loss of use or data, arising out of or in connection with this agreement, however caused, even if the other party has been advised of or should have known of the possibility of such damages. Company’s liability to Supply Partner for direct damages under this agreement, shall be limited to the fees paid by Company to Supply Partner in the three months immediately preceding the date the cause of action arose.

10.6   Changes to this agreement:
The Company reserves the right to update or otherwise make changes to this Agreement (including to any Attachment or document referenced herein) from time to time on at least thirty (30) days’ notice (“Notice Period”), which notice Company will provide to Supply Partner by any reasonable means (including via email, via Company’s extranet, in connection with requesting Product rate information from Supply Partner, or other electronic or other interactions with Supply Partner).

10.6.1

10.6.2

10.6.3

11. SITE AND USER INFORMATION

Company Site:
Company owns all intellectual property rights (including, without limitation, all copyrights, patents, trademarks and trade secrets) in connection with and in all versions of the Company Site.

User Information:
You agree that customers who book from your web site or enter Programs through the Company’s Supply Partner Program ("Users") will be considered customers of Company, and Company will own all information generated by such Users. You agree that all Company rules, policies and operating procedures (including but not limited to policies relating to User personal identification information, customer orders, customer service and ticket fulfillment) will apply to such Users. Company reserves the right to change such rules, policies and operating procedures at any time.

12. OTHER IMPORTANT TERMS

Confidentiality:
Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, and intellectual property will remain confidential and will not be utilized, directly or indirectly, by such party for any purpose except and to the extent (a) necessary to complete obligations under this Agreement or (b) that any such information is known or available to the public through a source or sources other than such party or any Supply Partner/agent of such party.

Disclaimer:
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE COMPANY SITE OR ITS PERFORMANCE, AVAILABILITY OR FUNCTIONALITY. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT FROM COMPANY ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Representations and Warranties:
You represent and warrant that:

You are not an Ineligible Party
You are the sole and exclusive owner of your Marks and have the right to grant to The Company the license to use them as described in this Agreement
Your web site and Programs are in compliance with all applicable laws and regulations and do not contain any material that is fraudulent, defamatory or obscene
You, if you are a company, are duly organized, validly existing and in good standing, and are qualified and/or licensed to do business in all jurisdictions to the extent necessary to carry out your obligations under this Agreement
Your execution, delivery and performance of this Agreement will not violate or constitute a default under any agreement to which you are a party
You have the legal capacity and power to execute, deliver and perform this Agreement
This Agreement has been duly and validly executed and delivered by you signing this Agreement and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms
You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party
You have sufficient right, title, and interest in and to your materials to grant the rights granted to us in this Agreement
there is no pending, or to the best of your knowledge, threatened claim, action or proceeding against you, or any Supply Partner of yours, with respect to your execution, delivery or performance of this Agreement, or with respect to the materials you will deliver under this Agreement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding, and
you do not have any past, or existing claims against Company. These representations and warranties survive termination or expiration of this Agreement.

Miscellaneous:

Each party will at all times be deemed to be an independent contractor with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship
You may not assign your rights or obligations under this Agreement to any party
You understand that we may at any time, directly or indirectly, engage in similar arrangements on terms that may differ from those contained in this Agreement, or we may operate web sites that are similar to or compete with your web site and Programs
You have independently evaluated this Agreement and are not relying on any representation, guarantee, or statement from us or anyone else, other than as expressly set forth in this Agreement
THIS AGREEMENT WILL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE REPUBLIC OF INDIA WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF. YOU CONSENT TO THE EXCLUSIVE JURISDICTION IN THE STATE AND/OR COURTS LOCATED IN NEW DELHI, INDIA ANY DISPUTE INVOLVING THIS AGREEMENT
Except as otherwise permitted by this Agreement, no amendment to this Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed by both you and us. Our waiver of any breach or default will not constitute a waiver of any different or subsequent breach or default
This Agreement represents the entire agreement between Company and you and supersedes all prior agreements and communications we may have had with respect to the subject matter hereof, oral or written
Neither party will be liable for failure to perform or delay in performing any obligation under this Agreement if such failure or delay is due to fire, flood, earthquake, strike, war (declared or undeclared), commercial impracticability, embargo, blockade, legal prohibition, governmental action, riot, insurrection, damage, destruction or any other cause beyond the reasonable control of such party
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein
The headings and titles contained in this Agreement are included for convenience only, and will not limit or otherwise affect the terms of this Agreement.

13. SPECIAL TERMS

13.1     All notifications, demands, notices, documents, claims, etc. related to the Agreement implementation can be sent by means of electronic communication to the contact details of the Parties, by registered or courier mail with confirmation of receipt to the actual addresses of the Parties specified in the Agreement and the Supply Partner’s personal account.
13.2     The Supply Partner agrees to provide at the request of the Company no later than 5 (five) business days from the date of sending such a request any signed documents if such documents are necessary for the proper execution of this Agreement by the Company, in particular, to pay commission to the Supply Partner. In case of failure to fulfil such a request or its delayed execution, the Company is not responsible for adverse consequences for the Supply Partner.
13.3     For the purposes of the Agreement, the Supply Partner provides the Company with all necessary and accurate information about their contact details and payment details. The Supply Partner will update such information in a timely manner in the Supply Partner network’s personal account. In cases when the Company cannot contact the Supply Partner through their contact details or pay commission using the specified details, the Company’s fulfilment of obligations that depend on the relevance of such data is deferred until they are updated by the Supply Partner.
13.4     Whenever the provision of false information by the Supply Partner during the acceptance and execution of the Agreement is established, the Company has the right to request the provision of accurate information and documents confirming such information, or terminate the Agreement without paying commission to the Supply Partner.
13.5     The Supply Partner agrees that the Company has the right to terminate the Agreement on their own discretion at any time without prior notice to the Supply Partner, if they consider such an action appropriate in the interests of the other Supply Partners. In case of such termination, the Company undertakes to pay the commission earned in good faith by the Supply Partner before the Company’s withdrawal.
13.6     MISUSE OF INFORMATION - The Supply Partner in, all cases must NOT promote any other travel services, materials, and whatsoever in the name of the Company.

14. FORCE MAJEURE

14.1     In the case of partial or complete breach of contract, caused by unforeseeable events such as fire, war, natural disaster, or any other acts of God, as well as legal actions taken by the state, which may have an impact on the fulfillment of the contract the parties are not responsible for this agreement.
14.2     In the event of unforeseen forces, the Company reimburse all the funds except for its actual expenses incurred till the moment they have occurred.
14.3     The Party which is unable to fulfill its responsibilities because of the unforeseen forces is obliged to inform the other party immediately but not later than 3 days from the moment the unforeseen forces has occurred. Failure to inform the other Party about the unforeseen forces the agreement shall remain in full forces and effect it does not release the liabilities for this agreement.

15. GOVERNING LAW

15.1    Alternations to this agreement have to be made in writing and signed by both parties to become valid. No oral supplementary agreement is valid.
15.2    This Agreement shall be governed, construed, interpreted, and enforced in accordance with the Indian Laws.
15.3    Any dispute or matters which arise between the Supply Partner and The Company will be dealt by courts of New Delhi, India.

16. GOVERNING LAW

16.1 Both contractual parties confirm that they have received a written copy of this agreement in English.

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