THIS BUSINESS AGREEMENT ENTERED INTO at ..............................., this ............................ day of ......................... month.................................. year:
BETWEEN
Zutoura Private Limited, A Company Incorporated under Singapore Companies Act having its registered office at 54, Maude Road, #03-01, Townshend Building, Singapore - 208346 (hereinafter called "the Company") which expression shall where the context allows include any assign of the one part;
AND
Mr./Mrs./Messrs. ...................................................................................................., Commercial Registration No. ......................................................... dated ............................................. represented herein by Mr. .................................................................... and holder of passport no. ................................. issued from ......................... on ......................... valid up to ............................... at ................................................ hereinafter referred to as 'Zutourator' (i.e. Agent) which expression shall, where the context allows include any permitted assigns of the Zutourator of the other part.
Wherever found herein, the words the Company and Zutourator shall mean and include concerned parties, their legal representatives and heirs.
WHEREAS the Company, the owner of online portal, intellectual rights organized, registered and approved in the Country of Singapore, toaggregate, organise, advertise, bring in search list, serve public, showcase the worldwide tour packages of Zutour operators (i.e. registered Tour Operators of zutoura) around the world, hereinafter called Online Platform and known as (www.zutoura.com), has, in several years, developed the same in the Country of India, Singapore and other countries.
WHEREAS the Company is authorized for marketing zutoura.com in the Country of Singapore and other countries through it's website www.zutoura.com and appointing the agents with designation of Zutourators (to work as a team member of zutoura) round the world.
WHEREAS the Company has decided to appoint designation of a Zutourator as per the conditions defined herein.
WHEREAS Mr.......................................................................... representative of ..................................................... has expressed his desire to be represent as agent of Zutoura for his region/country acknowledging, before the company fulfilment of financial & organizational obligations and showing his/her willingness to make use of the services as per the following conditions set forth herein:
NOW IT IS HEREBY AGREED as follows:-
AGREEMENT
In consideration of the covenant on the part of the Zutourator hereinafter contained, the company hereby agrees to grant the permission and the Zutourator hereby agrees to accept the right and license to work as part of Zutoua Team to support and act as verifying body to verify all the tour packages offered at www.zutoura.com by the Zutour operator (Tour Operator) in their region/country.
This Zutourator Agreement contains the following two Annexures which shall form part and parcel of this Agreement:
| ANNEXURE A |
Schedule |
| ANNEXURE B |
Rules and Regulations |
COUNTRY & REGION OF AGENCY
The Company has designated Mr./Mrs./Messrs. ............................................................ as registered agent. Based on this designation the Zutourator shall have the right to login towww.zutioura.com and provide details about all the comments, confirmations and feedback about Tour Packages registered by the Tour operators. Verify that the tour package is as per commitments given by the Tour operators on each and every aspect. All the details about the confirmation of tour packages shall be provided to the Company.
ADDRESS OF ZUTOURATOR
......................................................................................................................................................................................................................................................
P.O. Box: ......................................................................................................., Postal Code: .....................................................................................................................................
Telephone No. ..................................................................................................., Fax No. ................................................................................................................................,
E-Mail ............................................................................................................................................................
SUPPORT AND VERIFICATION
Zutourators shall render their services to Inbound operations within their region/country only.
DUTIES AND RESPONSIBILITIES
Verify whether each and every Tour Operator registered with Zutoura fulfil the requirements as informed by Zutoura, like necessary documents, certificates, office, staff and sign boards etc. are in order.
VERIFICATION CHECK LIST
1. Company Registration certificate
2. Name of Owner or name of partners or list of directors
3. License to Operate Tours
4. Tie up Agreements with Hotel
5. Tie up Agreements with Transportation Agencies
6. List of Attractions
7. Tie up Agreements with Attractions Companies/Agencies
8. List of Qualified Guides
9. Tie up Agreements with any Insurance Companies/Agencies
10. Tie up Agreements with Restaurants
11. Member certificate if any with IATA, National Tourism Authority in their country, etc.
CONFIRM TO APPROVE PACKAGES
Zutourator shall be ready to render their services successfully at all times without fail in following activities:
1. Confirm that the tour operator booked hotel rooms as agreed in respective packages (ie. room type, number of rooms, child with or without bed, breakfast, additional bed, any other services agreed on package, etc.)
2. Confirm that the transportation services are arranged as agreed in respective packages (ie. vehicle type, capacity, number of vehicles, vehicle numbers, drivers contact details, etc.) and the details are provided in confirmation chart.
3. Confirm that qualified guides are allotted to the respective packages
4. Confirm that entry to the attractions are confirmed and entry tickets are ready to hand over to guests.
5. Confirm that any additional services and special services offered in respective tour packages are in order.
Further, to assist, support and help in all situations when the guests are in trouble due to inappropriate services by Tour Operators.
COMPLAINTS AND CARE
Whenever the Zutourator receives a complaint from guest, he/she must attend and provide support and guidance immediately.
VALIDATION OF SERVICES
Zutourator shall validate the services rendered by the tour operator for a package accepted to serve, it shall be based on the issues raised by the tour operator in following points:
1. Any issues to Guests at Hotel
2. Any issues to Guests in Transportation arrangements (pick up and drop at attractions and port of arrival and departure)
3. Any issue to Guests by Guide
4. Any issue to Guests at Attraction's points
5. Any issue to Guests at Restaurants
6. Any issue to Guests in offering Additional Services and
7. Any issue to Guests in offering Special Services
CLAIMS AND SERVICES
In case of any accident, if the guests are insured as per tour operator's package, Zutourator shall assist the guests to avail the insurance offered by the tour operator.
FINANCIAL OBLIGATIONS
1. Zutourator is allowed to register on his/her own willingness to become agent with zutora on payment of license fee. The Company provides all the necessary support to access company's website and perform their duties. Zutourator shall not bear any additional costs with respect to use of online portal and its intellectual properties other than what has been set forth herein.
2. The Company pays commission for the services rendered by Zutouratoras agreed by the Company in this Agreement.
3. Zutourator may suggest for betterment of packages offered.Any modification is valid when it is approved by the company. The valid suggestions are considered against the approval email or letter by the company and shall be available in website for further implementation.
4. Zutourator shall not claim any other part/share than the commission amount from the company.
OBLIGATIONS AND RESPONSIBILITIES OF THE ZUTOURATOR
1. The Zutourator shall at all times observe, perform and comply with all the requirements/offers specified in Tour Operator's packages (name of hotels, hotel rooms, transportations, guide, attraction tickets and needs, additional services, etc.), as per the Rules and Regulations (which may vary from time to time) relating to the management and operations. Said offers and Services accepted to be provided always with no variations, additions, amendments thereto shall be consistent with the rights of the Zutourator as expressed in this Agreement and the Zutourator hereby acknowledges the receipt of a set of the said Rules and Regulations to agree and declare that failure on the part of the Zutourator to comply with any of the Zutoura Rules and Regulations shall constitute a breach of the terms of Agreement, resulting termination of agreement.
2. The Zutourator shall at all times also comply with the following conditions:
a) Shall act in all matters loyally and faithfully to the Company and obey the rules and regulations of the Company and/or its authorized representative; in the absence of any such orders or instructions in relation to any particular matter must act in manner most beneficial to the Company's interest
b) Shall confirm booked hotel rooms as specified in the tour operator's packages; report to the company 7days in advance to the date of arrival by the Guests to the destination;
c) Shall confirm the purchase of all the attraction's tickets as specified in the respective packages and report the barcodes or booking numbers of the attraction's tickets to the company 7days in advance to the date of arrival by the Guests to the destination;
d) Shall report the transportation details with Vehicle Type, Vehicle Number, Driver Name and Contact number with alternative contact number to the company 7days in advance to the date of arrival by the Guest to the destination;
e) Shall provide the Guide's details with name and contact details with hand phone numbers to the company 7days in advance to the date of arrival by the Guest to the destination
f) Shall provide the confirmation details of Additional Services accepted by the tour operator for the respective packages;
g) Shall per form the services to the guest as committed and diligently whenever needed
h) Upon failure in above services by tour operators, the zutorator has to contact respective tour operator and insist to provide services as agreed.
i) Shall keep all information including the concept, package and payments confidential all the time during and after the expiry or termination of this Agreement. Failing which will attract legal action;
j) Shall return all materials of the advertisements and promotional materials regarding the zutoura to the company;
k) Shall keep
(i) Full and proper books of accounts and records relating to the supplies of the Tour and the confirmation reports related to every package.
(ii) A register with the list of all tour operators registered with the Company and copy of their tie up agreements with all the hotels.
(iii) A register with the list of all tour operators registered with the Company and copy of their tie up agreements with all their transportation agencies and every vehicle's validity of its fitness certificate, tax and insurance certificates.
(iv) A register with the list of all tour operators registered with the Company and copy of their tie up agreements with all their drivers appointed to carry out the transportation facilities to the guests; the register must have all the drivers contact address with active phone/hand phone numbers along with alternative active phone/ hand phone numbers.
(v) A register with the list of all tour operators registered with the Company and copy of their tie up agreements with all their qualified tour guides with skills and known languages to deal with guests, with their contact address with phone/ hand phone numbers.
(vi) A register with the updated list of all tour operators registered with the Company and copy of their tie up agreements with all their restaurants/additional services and its costs (refer Annexure-3 for additional services can be offered).
l) Confirm that if insurance is offered by the tour operators to the guests, related proof of documents having tie up with insurance companies/agencies and the sample of necessary insurance certificates are to be produced to guests
i) Original insurance certificate with its reference numbers shall be verified at the time of reporting the conformation of hotel rooms, transportations, attraction's tickets and guide details to the company; it means that the tour insurance certificates must be verified and confirmed to the company 7days prior to the date of guest's arrival to the destination.
m) Confirm that if visa services are offered by the tour operator, list of necessary documents to be collected from guests to apply for visa to respective countries with duration of process, visa fee, services charges and any other charges has to be updated by the Zutourator from time to time whenever the changes occurs.
(a) Inspect the books, documents, certification, and records kept by the Zutourator with prior written notice from the Company
(b) Conduct spot checks on the Zutourator's office in order to ensure Zutourator's compliance to the Company's instructions with prior written notice from the Company
o) Shall promptly bring to the notice of the Company any comments or criticism received by them regarding the Company and/or the services rendered by the company.
p) Shall provide the Company with weekly service reports in the prescribed format and any other information relating to the services offered to tour packages confirmed and performed by the guests.
q) Shall from time to time upon the written request of the Company submit the Company reports returns and other information relating to the services and services performed by the Zutourator.
r) Shall deal directly with the Company at all times
s) Shall not assign or transfer or in any manner make over or purport to assign or transfer or make over the obligations or the rights or both under this Agreement or any part of this Agreement without obtaining the prior written consent from the Company.
t) Shall procure a written undertaking in such form as may be approved in writing by the Company for the assignee or transferee to enter into a fresh agreement with the company whereby such assignee or transferee assumes the obligations and will have the benefits under this Agreement in the event that the above consent has been obtained
u) Where the Zutourator's Offices are situated at rented premises, the Zoutourator shall bear all costs and expenses regarding.
v) The Zutourator may appoint office staff as required to run the business and the Zutourator shall meet all the expenses related to office activities, vouchers, brochures, name board, syllabus and books, training materials and interiors complying with the uniform rule of zutora;
w) The Zutourator shall also duly bear the maintenance of office, telephone, salaries, celebrity fees, local monthly publicity, electricity charges etc.
x) Shall not use the Company's trademarks, emblems or designs except with the prior consent of the Company and in accordance with any directions given by the Company in all correspondence commercial documents and on the name plates or other signs at all the Zutourator's office
y) The Zutourators shall put the Company's name, logo or sign on any premises only after signing the agreement and executing the deed. The Zutourator shall submit the drawing or design for the signboard or plate to the Company for approval.
3. The Company for the purpose of ensuring the sound development of the Company and Zutourator relation, thereby promoting mutual interests may give the Zutourator any guidance or advice as to the business management, the method of important operations of the Zutourator's office and any other matter necessary to achieve purpose of this Agreement. But such guidance or advice is to be implemented at the Zutourator's discretion only.
4. The guidance or advice given by the Company shall not place any liability or responsibility upon the Company.
5. Agents and their representatives shall not place any liability or responsibility on the Company. The Zutourator shall act at the best interest of the Company and also the development of business. Agents must implement all such instructions or guidance or advice and other information provided by the Company.
RIGHTS OF THE COMPANY TO ASSIGN
The Company shall not assign or transfer the benefits of agent/s in this Agreement to another agent, firm, organization or individual without due notice to the Zutourator.
The Zutourator shall be deemed to have breached if the Zutourator violets any of the agreement conditions, covenants, terms, stipulations and undertakings herein stipulated, without prejudice to the generality of the foregoing, upon the happening of any one or more of the following events:
(a) If the Zutourator has committed a serious breach of any of the fundamental terms or conditions of this Agreement or
(b) If the Zutourator enters into liquidation whether compulsory or voluntary otherwise than for the purpose of amalgamation or reconstruction or compound with their creditors or take or suffer any similar action in consequence of debt or in the case of an individual or a partnership if the Zutourator or any of the members of the firms become insolvent or enter into consequence of debts;
(c) If the Zutourator and his/her representatives and employees are guilty of any conduct which is prejudicial or detrimental to the Company's interest;
(d) If the Zutourator fails in providing any services to the guests
(e) If the Zutourator fails, refuses or neglects to manage his/her office properly or diligently or altogether;
(f) If the management control of the Zutourator has changed without the prior approval of the Company;
(g) If there is any disagreement arises between any of the persons interested in the management control or ownership of the business of the Zutourator which in the opinion of the Company may imperil the interests of the Company.
(h) If the Zutourator is found to be communicating directly or indirectly with any person or persons, Company other than the Company on any matter connected to the Company.
(i) If the Zutourator without the written approval from the Company shifts the place of Zutourator office.
In the event the Company exercises its right and terminate this Agreement upon the happening of any of the default events, the Zutourator must stop his operations related to zutoura from his office strictly within the time stated in a notice of termination given to the Zutourator by the Company and to comply with any other conditions or instruction there in stipulated. The Company shall not be in any way liable to the Zutourator for any compensation or damages of any kind whatsoever in connection with the termination of this Agreement in the circumstances stated above.
ACCOUNTING AND AUDITING
Upon submitting a written letter addressed to Zutourator, it shall allow company's representatives to enter any of its headquarters or sub agents centres in order to take necessary examination to ensure that the Zutourator's office is run in accordance with the instructions, rules and regulations agreed upon and applicable by the Company as set forth in the agreement, without any financial obligations on the part of any party towards the other as resulting from this action.
ASSESSMENT OF PERFORMANCE
1. The Company shall have a right, from time to time, to assess the performance of Zutourator based on a plan agreed upon between the parties. The Company will ensure compliance with objectives of the plan, as much as possible. In addition, the Company or Zutourator shall have a right to request review of such plan from time to time, based on the general performance and conditions specified. Any amendment must be subject to agreement between the parties, without any financial obligations on the part of either party towards the other.
2. The Company shall make assessment of Zutourator performance based on results of satisfying guest's requirements at their critical situation and confirming their hotels, transportation companies, qualified guides, offering additional services and special offers to guests by the tour operators and all matters as agreed upon their packages.
3. The Company may, from time to time, set programs, evaluation forms, or methods for feedbacks which suit every part of supplies, without any financial obligations on the part of any party towards the other.
4. Zutourator undertakes to allow any representative entrusted by the Company to check level of quality of performance by paying a visit to the office directly or its sub agents. An official letter in this respect shall be addressed to Zutourator.
TERM OF THE AGREEMENT AND RENEWALS
1. Term of this agreement is TWO (2)years from signing date.
2. Dates are considered essential element in this agreement.
3. This agreement is renewable based on the interest of both the parties. Any payment obligations may be decided at the time of renewal. Renewal for further periods shall be made in the same conditions, unless otherwise specified and duly agreed upon in the next agreements.
4. Renewal is subject to the fulfilment of terms and conditions as set forth herein. Failure on the part of the Zutourator to abide by any of the terms and conditions, shall disentitle them to seek for renewal and discretion will vest with the Company under such circumstances.
TERMINATION
This entire Zutourator's Agreement solely rests on Zutourator complying with the terms and conditions of the Agreement and undertakes not to breach and to adhere to the terms and condition of the Agreement.
In the event of occurrence of any of the breach of terms and conditions, thereof, the Company shall have the absolute right to terminate this Agreement at any time by giving notice in writing to the Zutourator and upon such termination the Company shall give the Zutourator 30 days to comply with the terms of termination mentioned below:
(a) Promptly return to the Company all materials, including any materials provided by the Company for the purpose of managing the office then in the Zutourator's possession or under his control;
(b) Cease to describe himself, in all correspondence commercial document and on the name plate or other signs, as the Zutourator of the Company in any manner whatsoever;
(c) Remove all signs and name plate bearing the name of the Company.
Upon giving the notice of termination to the Zutourator, the Company shall have the right to take over the operation of the Zutourator's services immediately including setting up to the other Zutourator.
In the event the Company exercises its right and terminates this Agreement upon the happening of any of the default events, the Zutourator to comply with any other conditions or instruction there in stipulated. The Company shall not be in any way liable to the Zutourator for any compensation or damages of any kind whatsoever in connection with the termination of this Agreement in the circumstances stated above.
In the event of the default or violation of any of the provisions of the Zutourator Agreement, the Company shall have the right to claim a compensation of S$100,000/- (One Hundred Thousands of Singapore Dollars) from the Zutourator.
GENERAL OBLIGATIONS
1. Zutourator shall commence his services through zutoura by virtue of this agreement, after obtaining certificates of approval from the Company. Zutourator declares and acknowledges to the Company that it shall not, at any time, after end of term of this agreement, which is expected 2(Two)years, or upon termination before due time, for any binding reasons of termination whatsoever, that it shall not have the right to claim the trade name/names used by the Company, the buildings, office rooms and furniture. However Zutourator shall not have the right to use anything related to zutoura at any time after end of term of this agreement or after termination for any reason.
2. Zutourator under this agreement is linked with the period mentioned therein or date of termination of this agreement for any legal reason of termination.
1. Zutourator declares and acknowledges that all rights of property and rights of trade name/names, names used by the Company in its business, activities of the zutoura, any design, logo, business name or any part related to its activities shall be absolute property of the Company and owners of rights of intellectual property themselves.
2. The Company shall allow Zutourator to use the trade name, methods and trade mark used by the Company.
3. Zutourator shall add an item concerning secrecy of information revealed to its sub agents and to its employment contracts signed by the employees. It also shall obtain full and explicit undertaking from its employees of not disclosing any of secrets of work, service techniques or right of intellectual property that they may get during their work. In addition, the undertaking shall include responsibility of the employee towards the Company in this regard.
4. Zutourator shall solely obtain from concerned departments all commercial and business licenses which permit establishment of office to carry out business activities.
5. Zutourator shall be solely liable and responsible for all legal expenditure, Attorney's fees, court expenditure that may be incurred arising out of any legal issues concerning the operation and implementation of tour office. The Company shall have no financial obligation or commitment towards the expenditure mentioned above.
6. Without prejudice to their duties and obligations herein, the Company and Zutourator declare and guarantee to each other that:
a) Each of them shall comply with all conditions and duties set forth in this agreement and attachments in letter and spirit towards each other.
b) Each of them warrants to the other that nothing is still not achieved, neglected, or shall be ignored to cause damage to the name of each of them or activities.
c) The Company shall have right to modify / changes / update / implement of new ideas, rules and regulations for the benefits of the Company and Zutourator and such modification / Change of rules and regulations shall come into immediate effect.
7. Date and figures herein are integral part of this agreement.
8. Time limits stated herein are considered effective. In the event of any disparity between the figures and words, words shall prevail and figures disregarded.
9. Financial Figures stated herein are considered effective. In the event of any disparity between the figures and words, words shall prevail and figures disregarded.
RIGHTS/OBLIGATION OF THE COMPANY
The Company has the right to audit the accounts of the Zutourator office every three months.
PAYMENT POLICY
Company shall provide commission of 30% from the commission received from the Tour Operator's Packages.
Zutora shall release the payment (30% of the commission from the commission of Zutoura on every inbound confirmed packages from the tour operator's package cost) every 7th day of a month only. No advance payment or any other payment related to the package shall be made until the services utilized by the guests.
Zutoura shall release the payments every 30days once to Zutourator against the irrespective of serviced and non serviced inbound packages only. Actual transfer charges of bank and taxes shall be deducted from the Zutourator for their payments.
CONFIDENTIALITY
Each Party warrants to the other to keep confidential all Confidential Information (whether written or oral) concerning the business and affairs of the other. The parties agree that the Confidential Information may be passed to other professional bodies and advisors or as may be required by law or any legal or regulatory authority and each of the parties shall use its reasonable endeavours to prevent the publication or disclosure of any Confidential Information. The Zutourator shall obtain the prior approval of the Company before parting with any confidential information which directly or indirectly affects the interest of the Company.
INDEMNITY
The Zutourator shall indemnify and keep indemnified the Company against any and all losses, damages or liabilities, legal fees and costs incurred by the Company including but not limited to any act, negligence or default of the Zutourator.
WAIVER
No failure or delay on the part of the Company in neither exercising any power or right hereunder shall operate as a waiver thereof, nor any single or partial exercise thereof of any right or power preclude any further exercise of any other right or power herein.
ENTIRE AGREEMENT
This agreement contains all the terms which the Parties have agreed in relation to the transactions provided for by this agreement. Neither of the Parties to this agreement has been induced to enter into this agreement by a statement or promise which it does not contain, provided that this shall not exclude any liability which a Party would otherwise have to the other Party in respect of any statement made fraudulently by that Party prior to the date of this agreement.
COSTS
The Company shall at their costs and expenses will do seminars through celebrities, workshops, conferences and various marketing programs for the Zutourator. The Zutourator is also entitled to do promotional activities and the costs of which shall be borne by the Zutourator.
ARBITRATION
In the event of any disputes over the interpretation of any of the terms hereinabove contained or any claim or liability the parties agree that the same shall be referred to a sole Arbitrator to be nominated by the Company and the venue of Arbitration shall be in Singapore, such references shall be deemed to be a submission to arbitration under the Singapore Act.
NOTICES
1. Any notice by the Company to Zutourator must be sent by email or any electronic media to the email address given by Zutourator. However the notice addressed in this manner is considered received based on receipt of the mail.
2. Change of Address: Each party shall notify the other in writing, within (48) Forty Eight hours of any change in the address, telephone number, fax and E-mail approved herein.
3. If communication is made by electronic manner, the message is considered received immediately upon receiving Flags message through the server dealt with. The message sent in this manner shall be considered a receipt recognized in the official dealings. Both parties have understood the manner of making such dealings in future before being approved under usual written correspondence and before signing conditions of dealing related to in a separate document in future.
TIME
Time wherever mentioned shall be of the essence of this Agreement.
ZUTOURATOR, PERMIT AND INSURANCE
It shall be the sole responsibility of the Zutourator to apply and obtain all relevant licenses and approvals from the authorities so as to comply with the relevant Acts of Parliament and By-laws of local authorities as well adequate insurance coverage for the conduct and operation of the Zutourator's business and office.
SUCCESSORS BOUND
This Agreement shall be binding upon the respective heirs, personal representative and successor-in-title of the parties hereto.
Notwithstanding clause above the Company reserves the right to reject any such family member or relation if in the opinion of the Company he/she is incompetent to take over the Zutourator's operation.
MISCELLANEOUS
All previous agreements and arrangements, if any, made between the Company and the Zutourator are hereby cancelled but without prejudice to any rights which have already accrued there under to either party.
The relationship of the parties hereto under and in relation to this Agreement shall be limited to the matters herein contained and nothing herein provided shall be considered or interpreted as constituting the relationship of the parties as a partnership, association or ;other relationship on which one or more of the parties may be liable for the acts or omission of the other party not shall anything herein contained be considered or interpreted as constituting any party as the Principal or the agent of the other party.
IN WITNESS WHERE OF the parties hereto have hereto set their hands and seal the day and year first above written.