You, (hereon „reseller“, „agent“) and TourDesk ehf, Laugavegi 3, 101 Reykjavík, id 600510-0370 (hereon TD or TourDesk), collectively referred to as “parties” or individually as “party”, agree to enter into the following:

Reseller Agreement

Last revision: 31st of March 2020

  1. Background

    TourDesk sells Service through its Software and by signing this Agreement agrees to grant the Agent access to the Software in order to sell the Service to the Clients. The Service is not a product of TourDesk, but of the Supplier who is solemnly responsible and liable for the Service.

  2. Definitions

    The following definitions apply in this agreement, unless the context clearly indicates otherwise:

    • Software: Software that includes:
      1. White-label portal site distributed to Clients primarily before arriving, preferably after a booking for accommodation is made. The Agent makes the portal available via different channels, such as but not limited to e-mail, the Agent’s website and other marketing material, which can be provided by TourDesk by arrangement.
      2. The TourDesk Agent system is the main on-location sales channel. The Agent handles bookings directly for Clients and processes payment via the webPos interface, or a physical POS device, provided by TourDesk by arrangement.
      3. The TourDesk Widget system and API, suitable for integration into the Agent own platform and offers a direct API link to the Software, allowing the Agent full control over displayed data, including but not limited to, booking widget and Service information.
    • Hardware: A card reader and a thermal printer for receipts and vouchers.
    • Suppliers: A third party service provider that allows TourDesk to sell its Services through the Software.
    • Supplier agreement: An agreement between TourDesk and a Supplier allowing TourDesk to sell the Suppliers Services through its Software.
    • Service: All services and products that are sold through the Software.
    • Clients: Parties that purchase a Service via the Agent through the Software.
    • Intellectual property: Property that includes intangible creations of the human intellect, refers here to software, hardware, content of agreement and processes.
    • Payments: Payments from the Clients for the Services that are processed by TourDesk.
    • Commission: A certain portion of the Payment for the Services that is to be calculated by TourDesk and paid to the Agent on the basis of this Agreement.
    • Refund system: The system that allows the Agent to request TourDesk to Refund a client for a Service and for TourDesk to execute the Refund.
  3. TourDesk rights and obligations

    TourDesk shall provide the Agent with access to use the Software for the purposes of selling its Clients the Services offered by the Suppliers through TourDesk. TourDesk shall further ensure the proper functioning of the Software and assist the Agent in installing, setting up and operating the Software.

    TourDesk can if requested provide the Hardware to accompany the Software subject to a monthly fee plus VAT.

    TourDesk receives Payments from the Clients for the Services sold and processes those payments in accordance with article 5.

    TourDesk shall provide the Agent with a monthly Sales Report no later than on the 20th of every month with an overview of Services rendered during the previous month from Services sold by the Agent.

    TourDesk shall pay the Agent the Commission in accordance with article 5.

    TourDesk is responsible for handling Refunds.

    TourDesk is responsible for handling liability claims from Clients towards Suppliers if claims are brought to the attention of the Agent

  4. Agent rights and obligations

    The Agent shall use the Software to sell its Clients the Services offered by the Suppliers through TourDesk. The Agent further undertakes not to use other systems by TourDesk competitors to sell the Services to its Clients.

    The Agent shall send an invoice to TourDesk in accordance with article 5.

    The Agent is responsible for any damages to the Hardware that may result from improper or unreasonable use.

  5. Payments and settling

    TourDesk receives and handles payments for the Service from Clients. TourDesk handles refunds and payments to Suppliers.

    TourDesk shall pay the Agent a commission for sold Service through the Software according to commission scheme found as an appendix A.

    The Commission is calculated from the total price of Service, including taxes. TourDesk may deduct certain costs relating to use of the Software, namely charge-back fees, charges due to fraudulent card activities, credit card fees and other costs incurred.

    Upon receiving the Sales Report from TourDesk, the Agent invoices TourDesk for the stipulated amount, payable no later than 20 days after TourDesk receives the invoice.

  6. Refunds

    TourDesk is responsible for handling Refunds

    TourDesk makes its Refund system accessible to the Agent.

    In the event the Refund system does not properly handle a refund request by a Client, the Agent is permitted to contact TourDesk which will assist within reasonable limits.

    Any cancellations by Client or Agent will be handled within and by terms and conditions of Supplier at his discretion. TourDesk will assist the Client and the Agent in securing refund within reasonable limits.

    Any booking failures that may arise due to failure of Software are the liability of TourDesk, which is responsible for a full refund in such an event. The liability can never exceed the amount paid to TourDesk for the Service in question.

  7. Intellectual property rights

    The Agent acknowledges that the Supplier’s rights to the Intellectual Property used in connection with the Services and the Supplier’s business and the goodwill connected with that (Supplier’s Intellectual Property) are the Supplier’s property.

    The Agent accepts that it is permitted to use TourDesk’s Intellectual Property only for the purposes of and during the term of this agreement and only as authorized by TourDesk in this agreement or otherwise in writing. The Agent accepts other than to that extent, it has and shall have no right to use or to allow others to use the TourDesk‘s Intellectual Property or any part of it.

    The Agent accepts it shall not do or omit to do, or authorize any third party to do or to omit to do, anything which could invalidate or be inconsistent with the TourDesk´s Intellectual Property.

  8. Supplementary services

    TourDesk offers a selection of supplementary services, at the behest of agent. These may be free of charge, or at a cost. No supplementary service is mandatory to agent. For further information see appendix B.

  9. Confidentiality

    Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as described in this agreement.

    Each party may disclose the other party’s confidential information to its employees, officers, representatives, subcontractors or advisers who need to know that information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. 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 section of the agreement.

    Each party may disclose the other party’s confidential information as may be required by law, to a court of competent jurisdiction or any governmental or regulatory authority.

    No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

  10. Entire agreement

    This agreement 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.

    Each party agrees that it shall have no remedies for any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

    No variation of this agreement shall be effective unless it is in writing and signed by the parties.

    If any provision or part-provision of this agreement 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 that 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 shall not affect the validity and enforceability of the rest of this agreement.

  11. Duration, termination

    This agreement shall become effective on its date. The agreement is valid for 12 months and will be renewed automatically. Each Party can terminate the agreement with 3 months’ notice.

    Without affecting any other right or remedy available to it, TourDesk may terminate this agreement with immediate effect by giving written notice to the Agent if the Agent commits a material breach of any term of this agreement which breach is irremediable or fails to remedy that breach within a period of 30 days after being notified in writing to do so, or the Agent repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that the Agent’s conduct is inconsistent with the Agent having the intention or ability to give effect to the terms of this agreement. For the avoidance of doubt the Agents use of other comparable systems or set of procedures to the Software is considered a material breach.

    If TourDesk terminates the agreement on the basis of a material breach on behalf of the Agent, the Agent agrees to pay TourDesk a sum equivalent to the commission paid to the Agent for the prior three months.

    Termination of this agreement 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 for any breach of the agreement which existed at or before the date of termination.

    The Agent shall immediately cease to describe itself as an agent of TourDesk and cease to use any of the TourDesk’s Intellectual Property.

    The Agent shall at its own expense within 30 days return to TourDesk all advertising, promotional or sales material relating to the Services in the possession of the Agent, or otherwise dispose of the same as TourDesk may instruct; and the Agent shall have no claim against TourDesk for indemnification or compensation, whether for loss of income, loss of agency rights, loss of goodwill or any analogous loss, other than a claim for damages if and to the extent that the termination was a breach of contract by TourDesk.

    On termination of this agreement, the provisions of clause 5 shall continue in force in relation to all sales of the Services where the sale has been concluded before the date of termination.

    Any notice or other communication given to a party under or in connection with this agreement 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 by email to hjortur@tourdesk.io.

  12. Force majeure

    Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if that delay or failure result from events, circumstances or causes beyond its reasonable control. If the period of delay or non-performance continues for one week, the party not affected may terminate this agreement by giving 3 days written notice to the affected party.

  13. Jurisdiction/applicable law

    This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the Icelandic law.

    Each party irrevocably agrees that the courts Iceland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

Appendix A

Commission Scheme

Please contact us at info@tourdesk.io for your relevant commission terms.

Appendix B

Supplimentary services

Assisted booking

For more complicated bookings that might require multiple interrelated bookings and/or specific time management, TourDesk offers additional service to hotels with the aim of maximizing revenue and services. Those bookings which require special assistance from Tour Desk will be marked as such and specially tagged on the sales report. Hotels can request a copy of the communication in order to verify the service. Assisted Bookings will be paid as B or C tours.


Marketing material

Tour Desk can provide you with custom made marketing material up on request. That includes videos, A4 flyers, A5 flyers, e-mail banners and more.


Hardware - Card reader and printer

TourDesk can provide you with a card reader and printer upon request. Card reader devices have been proven to facilitate increased sales. TourDesk will deduct the cost of hardware from sales reports. Currently at 6,490ISK/monthly, including VAT.


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