This contract is between CharlieTheTraveler and the Supplier who is to operate CharlieTheTraveler’s tour. By signing this contract and clicking on the Submit button, you acknowledge that you have carefully read, fully understand and agree to everything in this contract and agree that all documents attached hereto are fully incorporated and made a part of this agreement. You also acknowledge that you have authority to enter into this agreement and that no other signatories are necessary.
Supplier and CharlieTheTraveler desire to make an agreement whereby Supplier will provide services for CharlieTheTraveler’s Tour Business. The parties agree as follows:
CharlieTheTraveler hereby engages Supplier to provide services for its Tour Business (collectively, the “Services”). Supplier shall at all times use commercially reasonable efforts and all due diligence in performing the Services and shall comply with all applicable laws and regulations. All Services shall be performed in accordance with generally accepted professional standards and to CharlieTheTraveler’s reasonable satisfaction. The Supplier will do the following:
- On this page, in the field “The Final Letter/Itinerary for the Travelers/Customers,” you are to upload a PDF document which serves as an instructional manual for the customer and you alike. By signing this contract and clicking on the Submit button, you are stating you have carefully read, fully understand and completely agree to everything stated in the PDF document you are uploading. Airfare, airport arrival and departure fees, hotel bookings and any potential international land border-cross fees are not included in the price you and CharlieTheTraveler are agreeing upon. Everything else mentioned in the PDF document is, including-but not limited to-airport pickup and drop-off, ground transportation, water transportation, entry fees, meals (only those stated in the document), activities and tour guides. Any and all hired tour guides for this tour are to speak English fluently as well as have a proper government-issued license.
- In the case that a Client of CharlieTheTraveler (a “Client” is a person listed in the travel documents, or vouchers, agreed upon by CharlieTheTraveler and the Supplier) has an Emergency (“Emergency” refers to a Client’s personal or medical emergency, or in the case of a natural disaster, a political crisis, or necessary evacuation affecting the Clients of CharlieTheTraveler) during the course of the rendered services, the Supplier agrees to take all necessary actions within reason to assure the safety and well-being of the Clients.
- The Supplier agrees to take reasonable steps to minimize the likelihood of the customer riding in an unsafe vehicle. Examples of an unsafe vehicle include, but are not limited to, broken or no seat belts, non-working lights, engine fumes, balding tires and even poor air conditioning. The Supplier agrees to never use a motorcycle, rickshaw (a.k.a. tuk-tuk) or anything that resembles these modes of transportation for the transportation of CharlieTheTraveler’s clients. Supplier shall have a strict company policy that drivers are forbidden from texting or using phones while driving as well as from smoking while inside the vehicle.
- At the conclusion of the tour the Supplier may tell clients, “Tips are appreciated and welcomed.” Tips are never to be demanded from CharlieTheTraveler’s clients. Other than CharlieTheTraveler’s clients’ willingness to tip you for good service, there is to be absolutely no monetary exchange between you and the clients. This included-but is not limited to-entry fees, gas for the car, luggage assistance, photo-taking and changes to the itinerary. Any changes to the itinerary must be approved-in writing-by CharlieTheTraveler and paid by CharlieTheTraveler, never by CharlieTheTraveler’s customers directly. Proof of violation of this requirement will be considered a material breach of contract and will result in a full refund of the tour.
- Supplier is permitted to ask clients to write a review about Supplier’s services. However, Supplier is not allowed to ask clients to review any services you specifically did not render.
- CharlieTheTraveler’s customers are to be treated with the utmost respect. You agree to do everything, reasonably speaking, in your power to accommodate their needs. You are essentially the ‘concierge’ for the tour. Any issues which may arise with the customer must be handled by you and your staff. Examples include, but are not limited to, a driver not picking up the customer on time at the hotel and needing to vacate a hotel due to safety and/or sanitary issues.
- CharlieTheTraveler reserves the right to change the names of participants/group members/customers up to the date of departure.
- Any changes the Supplier wishes to make to the itinerary must be approved, in writing, by CharlieTheTraveler. Should the Supplier make changes to the itinerary without CharlieTheTraveler’s written consent, then CharlieTheTraveler is immediately entitled to a 100 percent refund to the credit card used for the purchase of the entire tour.
- CharlieTheTraveler reserves the right to cancel the tour and get a prorated refund to the credit card used for the purchase of the tour if the Supplier continuously requests changes to the itinerary once the customer is already on the tour. In this contract, ‘prorated’ refunds pertain to portions of the tour in which the customer did not receive. In this contract, ‘continuously’ refers to more than two requested changes.
- Any photo and video taken by the supplier and its subcontractors which-in any way-show CharlieTheTraveler’s customers are the exclusive property of CharlieTheTraveler.
This Agreement shall remain in effect until terminated in accordance with Section 11 hereof.
3. PAYMENT FOR SERVICES
The Supplier will provide CharlieTheTraveler a quote of all costs, fees, taxes and a detailed itinerary of the services requested. Once CharlieTheTraveler reviews and accepts the quote, the Supplier shall provide a full invoice, which shall be attached hereto. The invoice must state Supplier’s (1) business name and (2) business address, (3) the grand total, (4) the date of service, (5) the description of service, (6) the name(s) of the customer(s) taking the tour and (7) to whom the Supplier is selling the tour to-meaning CharlieTheTraveler. If additional services are requested by CharlieTheTraveler after the Supplier has issued the final invoice, that itinerary and invoice may be adjusted by mutual agreement in writing.
4. CONFIDENTIALITY OF PRICING
All pricing for the Supplier’s services is to be held in strict confidence. Any disclosure of pricing to the client by the Supplier shall be consider a material breach. CharlieTheTraveler shall be entitled to a full refund and shall-at the sole discretion of CharlieTheTraveler-be entitled to immediate cancellation of the Agreement. CharlieTheTraveler would reserve the right to hire another Supplier to complete the tour.
5. CONFIDENTIALITY AND INJUNCTIVE RELIEF
During the term of this Agreement, Supplier and its employees, agents and permitted subcontractors may receive or have access to confidential materials and information of CharlieTheTraveler and/or its clients. All such materials and information in written, electronic and oral form are referred to herein as “Confidential Information” and constitute the exclusive property of CharlieTheTraveler and/or its clients. Supplier shall hold in confidence and shall not disclose to any third party (except its employees, agents and permitted subcontractors with the need to know) any Confidential Information of CharlieTheTraveler. Supplier shall use such Confidential Information only for the purpose for which it was disclosed and only in the course of performing its duties for CharlieTheTraveler. Supplier shall be liable to CharlieTheTraveler for any breach of this Section 5 by any of its employees, agents and permitted subcontractors and agrees, at its sole expense, to use its best efforts to restrain its employees, agents and subcontractors from prohibited or unauthorized disclosure or use of the Confidential Information. The confidentiality obligations of this Section 5 shall survive the expiration or termination of this Agreement for a period of one year.
Without limiting either party’s remedies in any way, Supplier acknowledges and agrees that any actual or threatened breach of the confidentiality and non-use obligations in this Agreement relating to the Confidential Information would cause irreparable harm to CharlieTheTraveler for which remedies at law would not be adequate. Therefore, in the event of any breach or anticipatory breach of this Section 5, CharlieTheTraveler shall be entitled to specific performance and other injunctive and equitable relief without limiting any of its other available rights and remedies.
Once payment has been made to you, the price is ‘locked in’. This means there are no additional charges unless changes-approved in writing by both parties-are made to the itinerary. CharlieTheTraveler pays for the tour upfront at the full amount. CharlieTheTraveler reserves the right to cancel the tour and receive a full refund if notice is given in writing at least 14 days before the tour is scheduled to begin. If notice is given between 13 and 4 days before the tour is to commence, then you are to provide CharlieTheTraveler with a monetary credit equivalent to what CharlieTheTraveler has paid for the tour. This credit can be used for future tours, up to one year from the date in which the paid-for tour has been cancelled. A future tour is to have the same pricing as the tour which is cancelled as long as there are no changes to the itinerary. Changes to the itinerary may affect a pricing difference and cost adjustments must ultimately be decided by both parties in writing. As aforementioned, CharlieTheTraveler has up to 1 full year to use the monetary credit. Should you not honor the credit within a year’s time, then this will immediately entitle CharlieTheTraveler to a 100 percent refund to the credit card used for the purchase of the cancelled tour. No refunds are given if requested by CharlieTheTraveler less than 4 days before the tour is to commence unless the Supplier is at breach of this contract or there is an Act of God, nature, war, riots, epidemics, pandemics, strikes, an act (or order) of public authority and/or on-sight mechanical difficulties (such as a power failure). In any such cases, CharlieTheTraveler is to receive a 100 percent refund to the credit card used for the purchase of the cancelled tour.
While on the tour, 100 percent ‘prorated’ refunds are to be immediately sent to the credit card used specifically when CharlieTheTraveler’s customer is not at fault. Examples include, but are not limited to, a daytrip tour getting cancelled due to bad weather, the customer not being picked up on time to make a day tour on time and a tour getting cancelled due to inadequate bookings. This ‘prorated’ amount should be reflected on your invoice, which should itemize all services into separate costs. Should you not itemize your invoice, then the prorated amount is to be based on the current rate found online. You have the right to provide a few different rates offered online so both you and CharlieTheTraveler can agree upon a reasonable prorated amount. Should the Supplier cancel the customer’s tour while the customer is on the tour for any reason other than a material breach of this contract, then CharlieTheTraveler will be entitled to a 100 percent refund to the credit card used for the purchase of the entire tour.
Except for CharlieTheTraveler’s gross negligence or willful misconduct, Supplier shall indemnify, defend and hold CharlieTheTraveler harmless from any liability, loss, claim, injury, damage or expense (including reasonable attorneys’ fees and costs) incurred by CharlieTheTraveler as a result of and to the extent of: (i) any negligent or willful act or omission by Supplier or its employees, agents or subcontractors in the performance of the Services; (ii) any material breach of this Agreement by Supplier, (iii) any claim by third party for injury, loss, damage or costs caused by negligent or willful act or omission by Supplier or its employees, agents or subcontractors, or (iv) any claim by third party for payment for goods or services ordered by Supplier on behalf of CharlieTheTraveler (not least without CharlieTheTraveler’s prior written approval) or for which CharlieTheTraveler has previously reimbursed Supplier.
8. LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS AND OTHER TORTS. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE RISKS OF PRODUCT AND SERVICE NONCOMFORMITY BETWEEN THE PARTIES AS AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT AND ARE SET IN RELIANCE UPON THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THE AGREEMENT.
Supplier shall provide to CharlieTheTraveler an up-to-date business license as well as up-to-date business insurance to cover any and all legitimate claims a customer could make. Insurance should cover general liability, sexual harassment and racial discrimination coverage.
Supplier shall at all times remain primarily liable for the full and proper performance of all of its obligations under this Agreement and shall be solely responsible for the oversight of any of its agents or subcontractors. Supplier may not subcontract the performance of any of the Services to third parties without CharlieTheTraveler’s knowledge and prior written consent. If the Services require Supplier to pay any permitted third parties, Supplier agrees that it shall disburse promptly funds received from CharlieTheTraveler to the appropriate third parties.
- The parties may terminate this agreement only by mutual consent of the parties except for in the case of breach as outlined in subsection “B” of this subtitle.
- Either party may terminate this Agreement immediately upon any material breach of this Agreement by the other party.
- Upon receiving any notice of termination (due to any material breach) from CharlieTheTraveler, Supplier shall not and will not attempt to cancel any reservations or bookings already made or induce, encourage or solicit any subcontractor to cancel any pending reservations or bookings. Supplier shall use its best efforts to refrain from entering into any non-cancelable commitments with third parties following its receipt of the notice of termination and make reasonable efforts to mitigate any further Fees or Authorized Expenses associated with the Services. Supplier shall transfer to CharlieTheTraveler all booking information for reservations already secured.
- CharlieTheTraveler’s liability following termination of this Agreement (due to any material breach) shall be limited to the pro rata portion of Supplier’s compensation under this Agreement, based on the Services performed prior to termination and for any non-cancelable commitments entered into by CharlieTheTraveler prior to notice of termination. Notwithstanding the foregoing, in the event which CharlieTheTraveler terminates this Agreement as a result of a material breach of this Agreement by Supplier, CharlieTheTraveler will be entitled to a 100 percent refund to the credit card used for the purchase of the entire tour. This applies in all cases of termination for material breach by the Supplier.
- If an Act of God, nature, war, riots, epidemics, pandemics, strikes, an act (or order) of public authority and/or on-sight mechanical difficulties (such as a power failure) should render the services contemplated by the Contract impossible, the parties shall not be liable to one another for direct or consequential damages they sustain. In such an event, the parties shall attempt to reschedule the trip for another mutually convenient date and time. If rescheduling is not possible, such as because the customer does not have more vacation time, then the Contract shall become null and void upon either party’s written notification to the other at its last known email address. In such an event, the Supplier shall refund CharlieTheTraveler 100 percent of fees paid to the Supplier. Moreover, CharlieTheTraveler will be relieved of any duty or obligation to pay any fees to the Supplier.
12. BUSINESS IDENTIFIERS
Neither party shall use the trade name, logos or trademarks of the other party and/or its products or services without the other party’s prior written consent.
13. INDEPENDENT CONTRACTOR
Supplier’s status hereunder shall be that of an independent contractor and not an agent or employee of CharlieTheTraveler. Any permits and/or licenses required for Supplier to conduct the Services are the sole responsibility of the Supplier, as are any expenses related thereto. Nothing herein will be deemed to create any other relationship between the parties including, without limitation, a partnership relation, an agency relation or an employer/employee relation. Accordingly, personnel supplied by Supplier will be deemed employees of Supplier and will not, for any purpose, be considered employees or agents of CharlieTheTraveler. In no event shall Supplier have any authority to enter into any contract or commitment in the name of or on behalf of CharlieTheTraveler and Supplier shall not hold itself out as having authority to do so without CharlieTheTraveler’s prior written authorization, except as permitted by the Agreement (and any accompanying exhibits, schedules or addenda).
14. ASSIGNMENT; BINDING EFFECT
Supplier may not assign this Agreement or delegate any right or obligation (except as provided in Section 10 hereof) without CharlieTheTraveler’s prior written consent. This Agreement is binding upon the heirs, personal representatives, successors and permitted assigns of both parties.
15. CONTROLLING LAW
The validity, interpretation and performance of this Agreement and any dispute connected herewith shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles unless the parties mutually select a different venue.
16. AMENDMENT; NO WAIVER
Any amendments or modifications to this Agreement shall be done in writing and signed by authorized representatives of both parties. Either party’s failure to insist on compliance or enforcement of any provision of this Agreement shall not affect its validity or enforceability or constitute a waiver of future enforcement of that provision or of any other provision of this Agreement.
17. ENTIRE AGREEMENT
This Agreement (including any exhibits, schedules or addenda attached hereto) contains the entire agreement of the parties with respect to the subject matter hereof and supersede any prior written or oral agreements or understandings.
If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected by such determination and shall be binding upon the parties and shall be enforceable as though said invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.
19. ATTORNEYS’ FEES
In the event of a dispute to resolve any claim made by either party hereto, the substantially prevailing party shall be entitled to its attorneys’ fees and costs incurred in such litigation.
All notices required by this Agreement shall be sent via electronic mail to Charlie@CharlieTheTraveler.com