Partner Terms and Conditions

Welcome to the Travel Curious agent portal. This agreement contains the terms and conditions that govern your access to, and use of, the Travel Curious agent portal. By registering for or using Travel Curious services, you are agreeing to be bound by the terms of this agreement.

1. INTERPRETATION

The following definitions and rules of interpretation apply to these terms and conditions and any associated Commercial Agreement.

1.1 DEFINITIONS:

• Booking: a booking of a Tour by a Customer through the Partner’s Selected Service Interface.a booking of a Tour by the Customer, which is subject to the Booking Terms.
• Booking Terms: the terms that govern a specific Booking entered into by a Customer and TCL as agent for the relevant Tour Guide.
• Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
• Commercial Agreement: any additional form completed and signed by the Partner and TCL which details the nature of the services and the rates attached to these terms and conditions.
• Confidential Information: information in whatever form (including, without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) disclosed to or obtained by the receiving party from the disclosing party or its representatives, relating to the business, customers, products, affairs and finances of the disclosing party and any trade secrets including, without limitation, technical data and know-how relating to the business of the disclosing party or any of its suppliers, Tour Guides, customers, agents, distributors, shareholders, management or business contacts, including in particular (by way of illustration only and without limitation) bespoke tours and experiences and any other information that the receiving party receives or obtains in connection with the Commercial Agreement, whether or not such information (if in anything other than oral form) is marked confidential.
• Customer: a customer of the Partner that has accessed the Services via the Partner's Selected Service Interface.
• Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade-marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (and rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
• Licensed Rights: those Intellectual Property Rights owned by TCL that are used in the provision of TCL’s Services including the Booking process and the Selected Interface.
• Partner: the trade partner entering into this agreement
• Partner Fee: the fee agreed between the parties for the promotion of TCL’s Services.
• Recommended End User Price: the price advertised by TCL and recommended as the price that the Partner charges a Customer. For the avoidance of doubt, the Partner is not bound by a Recommended End User Price when taking a Booking and is free to charge a Customer such price as the Partner may determine but the Fee (where applicable) payable to TCL shall nevertheless be determined by reference to the Recommended End User Price.
• Selected Interface: the selected interface through which TCL makes the Tours available to the Customer and is comprised of either TC Affiliate, TC Connect or TC Agent (Agent Portal)
• Services: creating bespoke tours and experiences by matching Tour Guides to Customers based on search criteria using the Selected Interface.
• TCL: Travel Curious Ltd.
• Tour: the tour that is booked for a Customer through the Selected Interface and delivered by TCL.
• Tour Guides: shall mean third-party tour and experiences companies and individual third-party tour guides who provide their services on demand.

1.2 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.3 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.4 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.5 A reference to writing or written includes e-mail.

1.6 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.7 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.

1.8 References to clauses are to the numbered clauses of these terms and conditions.

1.2 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.3 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.

1.4 A reference to writing or written includes e-mail.

2. COMMENCEMENT AND TERM

2.1 The Contract shall commence on the date on which the Commercial Agreement is signed by both parties or on the date on which these Terms and Conditions were accepted via one of the TCL interfaces and shall continue unless it is terminated in accordance with clause 11 (Termination).

2.2 These terms and conditions may be updated from time to time on one month’s written notice.

3. BOOKINGS

3.1 TCL, in providing the Services, acts as agent for and on behalf of the Tour Guides.

3.2 The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind TCL or the Tour Guides in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.

3.3 The Partner acknowledges that it has no authority or ability to negotiate or vary any terms associated with a Booking or a Tour including the advertised details of a Tour, as advertised through the Selected Service Interface.

4. OBLIGATIONS OF TCL

4.1 TCL shall provide the Services to the Partner on the terms and conditions set out in the Contract.

4.2 TCL shall provide the Partner at all material times with the information the Partner reasonably requires to carry out its obligations, including:

(a) marketing information for, and details of, TCL’s Services; and

(b) information about TCL.

4.3 TCL shall provide the Partner with one month's written notice, via email, if it requires it to either amend or suspend all or part of TCL’s Services.

4.4 Where TCL provides customer service to the Partner’s Customers, TCL shall use reasonable endeavours to respond:

(a) to Customer queries prior to the Tour the next Business Day; and

(b) to in-Tour Customer queries within 2 hours.

5. PARTNER’S OBLIGATIONS

5.1 TCL appoints the Partner on a non-exclusive basis, to employ commercially reasonable best efforts to promote TCL’s Services and introduce Customers to TCL.

5.2 The Partner shall have no authority, and shall not hold itself out, or permit any person to hold itself out, or otherwise create the impression that it is authorised to bind TCL in any way, and shall not do any act which might reasonably create the impression that the Partner is so authorised.

5.3 The Partner shall not make or enter into any contracts or commitments or incur any liability for or on behalf of TCL, including for the provision of the Tours or the price for them, and shall not negotiate any terms for the provision of Tours with prospective Customers.

5.4 The Partner acknowledges that it has no authority or ability to negotiate or vary the Booking Terms associated with a Booking.

5.5 The Partner shall not use any advertising materials and promotional literature not provided by TCL without the prior written consent of TCL and the Partner shall not make any other representations about the Tours.

5.6 The Partner acknowledges that it has and shall have no right to use or to allow others to use any Intellectual Property in or relating to the Services except for the materials provided by TCL. The Partner shall not seek to register any Intellectual Property in respect of the Services without TCL’s express consent.

5.7 The Partner undertakes to ensure that its advertising, marketing and promotion of Tours shall not reduce or diminish the reputation, image and prestige of TCL and/or its Intellectual Property Rights.

5.8 During the term of the Contract, the Partner agrees to comply with the published company policies, which will be updated from time to time in accordance with clause 8 of these terms and conditions (“Policies”).

5.9 TCL shall provide the Partner with one month’s written notice, via email, if it requires it to either amend or suspend all or part of TCL’s Services.

5.10 Both parties shall be responsible for their costs arising in the fulfilment of their responsibilities of this Contract.

6. PAYMENT

A. Where TCL is Merchant of record:

6.A.1 During the term of this Contract, TCL shall pay to the Partner the Partner Fee based on the percentage shown in the Commercial Agreement.

(a) The Partner shall only be entitled to the Partner Fee for fulfilled Bookings.

(b) Within 7 days of the beginning of each calendar month, TCL will provide the Partner with a monthly statement of all Bookings during the preceding month and shall distinguish between fulfilled Bookings, cancelled Bookings and unfulfilled Bookings.

(c) The Partner will provide TCL with a monthly invoice for its Partner Fee based on the monthly statement for fulfilled Bookings.

(d) All Partner Fees will be paid via bank transfer direct to the Partner’s declared bank account, as instructed by the Partner in the relevant section of the Commercial Agreement.

6.A.2 Partner Fees plus VAT (where applicable) shall be paid by TCL within 30 days of receipt of invoice.

6.A.3 If any dispute which is lower than £25,000, arises regarding the Partner Fee payable by TCL to the Partner, such dispute shall be referred to a mutually agreed, independent arbitrator for determination and their decision, save in the case of manifest error, shall be final and binding on both parties. For any dispute, regarding the Partner Fee payable by TCL which exceeds this £25,000 limit, will be dealt with according to clause 14.11 of these terms and conditions.

6.A.4 Partner shall have the right to audit the accounts of TCL for the period during the duration of this Contract and for 1yr post the Termination of this Contract (“Audit”).

(a) The Partner shall have the right to appoint its own auditors for the Audit and shall be responsible for the associated costs of the Audit.

(b) For avoidance of doubt, the Audit will only be for records related to the specific Partner.

(c) The Audit will be conducted at a mutually agreed time between the parties and only once in each calendar year.

(d) Should the Audit find a discrepancy of 5% or more, TCL shall cover the difference and pay the reasonable costs of the Audit.

B. Where Partner has Prepayment Terms and is Merchant of record:

6.B.1 The Partner will collect payment for a Booking directly from a Customer and the Partner shall pay TCL for its Services in full and cleared funds. Payment shall be made by credit card payment through the Selected Service Interface

6.B.2 Any cancellations made after the Cancellation Date will incur a charge in accordance with the individual Cancellation Policy at tour level.

6.B.3 TCL reserves the right to cancel a Booking if Payment is not made in accordance with the Contract.

6.B.4 TCL and the Tour Guide accept no liability for any cancelled or missed Tours or for any claims made by the Customer as a result of the Partner not making the Payment in accordance with the Contract.

C. Where Partner has Credit Terms and is Merchant of record:

6.C.1 Partner will receive payment for a Booking directly from a Customer and the Partner shall make payment to TCL for the full amount minus the Fee.

6.C.2 Any cancellations made after the Cancellation Date will incur a charge in accordance with the Cancellation Policy referenced at tour level

6.C.3 All invoices issued will:

(a) list all fulfilled Bookings during the previous month and all Bookings where a cancellation fee is payable;

(b) list the full price of the Bookings as per paragraph (a) above less all discounts and/or deductions as agreed with the Partner;

(c) deduct the Fee from the gross amount; and

(d) state the remaining amount which is payable to TCL ("Amount Payable").

6.C.4 Invoices, for the Amount Payable, will be issued by TCL on or around the first working day of the month after travel. The Amount Payable must be paid in cleared funds and in full without deduction, withholding or set-off by the 15th of the month, after travel, via bank transfer to the bank account specified on the invoice or statement issued ("Bank Account"). For avoidance of doubt, tours travelling on the 3rd of May will be invoiced on/around the 1st of June and payment must be received by TCL by the 15th June latest.

6.C.5 Payment must be made in the base currency as indicated in the invoice.

6.C.6 If the Partner fails to make a payment when due to TCL, then, without limiting TCL's other remedies the Partner shall pay interest at the rate of 8% per annum on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment

6.C.7 Save for any queries as set out in clause 5.8 below, the Partner has no rights to withhold all or any of the Amount Payable, for any reason whatsoever.

6.C.8 All queries on an invoice should be made in writing, within 7 days of receiving the invoice to accounts@travelcurious.com. All other items on the invoices, which are not in query, must be paid by the due date.

6.C.9 In the event of a Credit Limit being exceeded, TCL will ask for an immediate payment on account to reduce the debt so that it would be below the amount authorised.

6.C.10 If the Credit Limit is exceeded and/or invoices are not paid by the due date , TCL reserves the right to refuse to take new reservations. Future bookings may be cancelled, and Credit Limits may be reviewed as a result. For absolute clarity, payment is due by the invoice due date regardless of whether the credit limit has been reached or not.

6.C.11 For any last minute or non-refundable bookings which would lead to the Credit Limit being exceeded, TCL reserves the right to request pre-payment, increased deposit/guarantee, or a payment on account.

6.C.12 Due to the custom-made nature of the Services, some suppliers may require a refundable/non-refundable deposit to confirm a reservation. In these cases, the Partner may be notified in writing of any specific prepayment requirements, which may differ to those already outlined within the Contract.

6.C.13 TCL may request an additional bank guarantee, deposit or payment on account where booking levels rise to a point that any previously agreed Credit Limit is not considered sufficiently high enough to cover the invoices.

6.C.14 TCL reserves the right to review the Partner Credit Limit and terms at their discretion.

6.C.15 Both parties shall be responsible for their respective costs arising from the fulfilment of their obligations of this clause 5.

7. CONFIDENTIALITY

7.1 Each party undertakes that it shall not at any time during this Contract disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 7.2.

7.2 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 5; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

7.3 No party shall use any other party’s confidential information for any purpose other than to perform its obligations under the Contract.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Each party acknowledges and agrees that all Intellectual Property Rights relating to their respective businesses and services are and shall remain the exclusive property of that party. For avoidance of doubt the Partner does not hereby grant TCL any right to use its Intellectual Property Rights without prior written approval.

8.2 All Intellectual Property Rights in or arising out of or in connection with the Services shall automatically vest in TCL.

8.3 TCL hereby grants to the Partner for the term of the Contract a non-exclusive, royalty-free, non-transferable licence to use and apply the Licensed Rights, solely for the promotion of TCL’s tours and experiences. For the avoidance of doubt, the licence granted pursuant to this clause cannot be sub-licensed.

8.4 The Partner shall comply with the specifications, standards and directions relating to the Licensed Rights as notified in writing via email by TCL from time to time and with all applicable laws, regulations, industry standards and codes of practice.

8.5 The right to use and apply the Licensed Rights ends upon termination of the Contract.

8.6 The Partner shall indemnify and keep fully and effectively indemnified TCL on demand from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities and charges (including reasonable legal fees), costs and expenses that TCL may suffer or incur (directly or indirectly) arising out of or in connection with any actual or alleged infringement of any Intellectual Property Rights or other rights which arises out of, or in connection with the Partner’s:

(a) use (not in accordance with the Contract) of TCL’s name or associated logo(s);

(b) use (not in accordance with this Agreement) of any other materials provided by TCL to the Partner.

9. DATA PROTECTION

9.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) (i) any data protection legislation from time to time in force in the UK including the Data Protection Act 1998 or 2018 and any successor legislation; and (ii) for so long as and to the extent that the law of the EU has legal effect in the UK, the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable EU regulation relating to privacy (“Data Protection Legislation”). This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements.

9.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, both TCL and the Partner are data controllers.

9.3 For any personal information which is disclosed from the Partner to TCL, the Partner must:

(a) ensure that it has all necessary consents and notices in place to enable lawful transfer of the shared personal data to the data recipient;

(b) process the shared personal data only for the purpose of the Contract;

(c) not disclose or allow access to the shared personal data to anyone other than the permitted recipients; and

(d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.

10. POLICIES

In performing its obligations under the Contract, Partner shall comply with all applicable laws, statutes, regulations from time to time in force and the Policies set out below.

• Complaints Policy - 7 June 2019
• Data Breach Policy - 28 May 2019
• Data Protection Policy- 28 May 2019
• IT Security Policy- 28 May 2019
• Privacy Policy- 28 May 2019

11. LIMITATION OF LIABILITY

11.1 Neither party shall under any circumstances whatever be liable to the other party, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for

(a) any loss of profit, revenue, or anticipated savings; or

(b) any loss that is an indirect or secondary consequence of any act or omission of the other party.

11.2 The total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to the amount paid under the Contract by TCL to the Partner during the 12 months preceding the date on which the claim arose.

12. INSURANCE

Each party shall at all times maintain valid insurance policies with a reputable insurance company to cover their separate risks and liabilities under the Contract (such policies to include but not be limited to public liability insurance in an amount of not less than GBP 5,000,000 for any event, unless the parties agree otherwise in writing).

13. TERMINATION

13.1 Either party may terminate the Contract on 30 days’ written notice for any reason.

13.2 Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify that the party’s conduct is inconsistent with the intention of the Contract or the party’s ability to give effect to the terms of the Contract;

(c) the other party takes or has taken against it any step or action in connection with its entering into administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

13.3 Termination of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

14. GENERAL

14.1 Force majeure. Neither party shall be liable to the other for any event which neither party can reasonably foresee or avoid and which results in a contractual default. These events can include, but are not limited to war, threat of war, civil strife terrorist activity and its consequences or the threat of such activity, riot, the act of any government or other national or local authority including port or river authorities, industrial dispute, lock closure, natural or nuclear disaster, fire, chemical or biological disaster, acts of God, epidemics and all similar events outside the affected party’s control.

14.2 No partnership or agency. Nothing in this Contract is intended to, or shall be deemed to, establish any partnership between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.3 Assignment and other dealings. Neither party shall assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract without the other party’s prior written consent.

14.4 Entire agreement.

(a) This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

(b) Each party acknowledges that in entering into this Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

14.5 Variation. No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.6 Waiver.

(a) A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.

14.7 Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 14.7 shall not affect the validity and enforceability of the rest of the Contract.

14.8 Notices.

(a) Any notice or other communication given to a party under or in connection with this Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, or by commercial courier, or email.

(b) A notice or other communication shall be deemed to have been received:

(i) if delivered personally, when left at the address referred to in clause 14.8(a);

(ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting;

(iii) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed;

(iv) or, if sent by email, one Business Day after transmission.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

14.9 Third party rights. No one other than a party to this Contract, their successors and permitted assignees, shall have any right to enforce any of its terms.

14.10 Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

14.11 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute regarding the Partner Fee payable which is over £25,000 as expressly stated in clause 4.3 of these terms and conditions. Each party also irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any other claims or disputes (other than Partner Fee payable) which may arise between the parties (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.