You, (hereon „supplier“) and TourDesk ehf, Lækjartorg 5, 101 Reykjavík, id 600510-0370 (hereon TD or TourDesk), collectively referred to as “parties” or individually as “party”, agree to enter into the following:

Last revision: 31st of March 2020

Agreement matters

1. TourDesk sells tours and activities from its database, as well as displaying information on restaurants, golf courses and any other relevant material having to do with the tourism industry.
2. By this agreement the supplier allows TourDesk to display its products in the TourDesk system, to be sold via the sales channels made available by TourDesk.
3. TourDesk has full permission by the supplier to use all material, pictures, text and any other content that might be deemed useful in the selling of the suppliers’ products. The supplier confirms that TourDesk is in liberty to use any material and content provided, and assumes full responsibility in the event of a third-party infringement claim.
4. TourDesk makes its platform available for select partners and affiliates, giving them access to the TourDesk system to sell tours and activities, provided by the supplier and other suppliers alike.
5. TourDesk and the supplier enter into an agreement, wherein TourDesk negotiates a commission on behalf of its partners. Both parties promise to maintain this agreement in good faith, to maximize sales and efficiency for all.

The Software

1. The TourDesk software has multiple functions, which the affiliate is free to use as required and requested.
   
   1. The TourDesk white-labelled portal site is the main pre-arrival sales channel. The portal site is distributed to guests/clients primarily before arriving, preferably straight after a booking for accommodation is made. The affiliate makes the portal site available via different channels, such as e-mail, own website and other marketing material, which can be provided by TourDesk by arrangement.
   2. The TourDesk Agent System. The main on-location sales channel and venue for TourDesk settings and modifications. Reception staff handles bookings directly for guests/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. For those affiliates that wish to further integrate TourDesk on their own platforms, TourDesk offers a direct API link to the TourDesk system, allowing an affiliate full control over displayed data, including, but not limited to, booking widgets, and tour information.

1. Supplier conditions

1. The supplier agrees that bookings made through the TourDesk system follow the general terms and conditions of the supplier, to be provided to TourDesk, and accepted by the end customer prior to finalizing any booking.
2. Supplier is fully responsible and liable for the content, accuracy and (legal) consequences of its terms and conditions and indemnifies TourDesk and the TourDesk sales channels for claims from third parties (including end customers) that are directly or indirectly related thereto.
3. The Supplier shall supply all necessary information regarding the activities provided to TourDesk, which TourDesk shall display in an appropriate manner on its portal pages.
   1. Note that each individual affiliate has full authority over activities displayed, at all times.

Fees and Settlement

1. For each booking made via the TourDesk sales channels, the supplier shall pay a commission to TourDesk. That commission is agreed upon beforehand as a certain percentage of the sale price of the ticket to the end customer, with tax. Some tours may bear a different commission, which can be decided and agreed upon outside of this agreement.
   1. TourDesk is responsible for any and all payments to its affiliates and partners, payment which is included in the original commission.
   2. The supplier promises not to unfairly approach the affiliates and partners of TourDesk with an offer of compensation outside of this agreement, as that would be working in bad faith of this agreement.
2. Each booking is paid in full to TourDesk, who in turn pays the supplier its net fee for the bookings made.
3. The supplier invoices TourDesk under one of the below stipulated terms:
   
   1. A monthly invoice, due on the 20th of each month, covering bookings travelled in the month prior.
   2. A bi-monthly invoice, due on the 5th and the 20th of each month, the former covering bookings travelled in the first half of the month prior, and the latter covering bookings travelled in the second half of the month prior.
4. For cancellations and refunds, TourDesk will follow general terms and conditions of the supplier. TourDesk promises not to finalize any refund without the explicit permission of the supplier.
   
   1. In the case TourDesk completes a refund without the suppliers permission, TourDesk is fully responsible for, and promises, full payment minus the commission.
5. In the rare case of credit card fraud or any other conceivable fraud, of which TourDesk is the victim, TourDesk will waive all its commission. Likewise, the supplier and affiliate will waive their charges in full.
6. TourDesk promises to pay its invoices by the due date.

Good name

1. The parties promise to refrain from negative or otherwise harmful representations about the other party’s products, operations, suppliers, partners, affiliates or other elements or parties related to the other party’s business.

Intellectual Property

1. The parties completely reserve their rights as owner or licensee of intellectual property, now and in the future, against the other party and against any third party.
2. The parties agree to grant the other party a non-exclusive and free of charge license to display the other party’s name and brand logo, assuming that such use is deemed advantageous for the successful execution of this agreement and deemed in the best interest of both parties. Furthermore, all such use shall respect the style of the name and brand logo of the other party, and the other party shall be consulted on and has approved such use. The parties agree that the other party shall not withhold approval to use name and brand logo on unreasonable grounds.

Confidential information

1. The parties acknowledge that under this agreement each party may have access to or be directly or indirectly exposed to confidential information of the other party, including, but not limited to; financial information, proprietary information, commercially sensitive information, trade secrets, know-how, code, design, technology, product development plans, pricing information, marketing material and other information. Regardless of whether the information is disclosed orally, in writing, electronically or in any other form that either party deems is, or should be, private or confidential, it should be treated as such, Confidential Information.
2. The parties agree that the ownership of Confidential Information remains with the disclosing party, and all Confidential Information and copies thereof must be immediately returned or fully destroyed upon written request of the disclosing party.
3. The parties agree to keep Confidential Information in the strictest confidence, to use it only for the purposes stipulated in the Agreement and to safeguard the Confidential information with the same degree of care as is used by either party to protect its own confidential information. This obligation extends to the parties, their employees, officers, agents, representatives and any third parties contracted or engaged by either party and this obligation survives any termination of this Agreement for an indefinite period of time.

Agreement period and termination

1. This agreement is not period restricted
2. Mutual termination notice is three months, and termination shall be in written form, effective from the first day of the following month
3. Should either party be found in breach of agreement, it can be terminated without the aforementioned three-month notice. Failure on TourDesk’s half to pay due invoices within 60 days from due date, is considered a serious breach of agreement.

Final provisions

1. Any and all changes to this agreement shall be sent via email to the registered email address.
   
   1. Said changes will only take effect if agreed upon and accepted by both parties.

You, (hereon „reseller“, „agent“) and TourDesk ehf, Lækjartorg 5, 101 Reykjavík, id 600510-0370 (hereon TD or TourDesk), collectively referred to as “parties” or individually as “party”, agree to enter into the following:

Last revision: 31st of March 2020

Background

TourDesk sells Service through its Software and by signing this Agreement agrees to grant the Agent access to the Software 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.

Definitions

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

1. 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, are suitable for integration into the Agent's platform and offer a direct API link to the Software, allowing the Agent full control over displayed data, including but not limited to, the booking widget and Service information.
2. Hardware: A card reader and a thermal printer for receipts and vouchers.
3. Suppliers: A third-party service provider that allows TourDesk to sell its Services through the Software.
4. Supplier agreement: An agreement between TourDesk and a Supplier allowing TourDesk to sell the supplier's Services through its Software.
5. Service: All services and products that are sold through the Software.
6. Clients: Parties that purchase a Service via the Agent through the Software.
7. Intellectual property: Property that includes intangible creations of the human intellect, refers here to software, hardware, content of agreement, and processes.
8. Payments: Payments from the Clients for the Services that are processed by TourDesk.
9. Commission: A certain portion of the Payment for the Services that is to be calculated by TourDesk and paid to the Agent based on this Agreement.
10. 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.

TourDesk rights and obligations

TourDesk shall provide the Agent with access to use the Software to sell 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 Clients for the Services sold and processes those payments by 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

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 by article 5.

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

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 the sold Service through the Software according to the commission scheme found in appendix A.

The Commission is calculated from the total price of Service, including taxes. TourDesk may deduct certain costs relating to the 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.

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

Any booking failures that may arise due to the 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.

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 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.

Supplementary services

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

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 to exercise the party’s rights or carry 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.

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.

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 Agent's use of other comparable systems or set of procedures to the Software is considered a material breach.

If TourDesk terminates the agreement based on 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 that 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 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 by this clause, and shall be delivered by email to hjortur@tourdesk.io.

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 results 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.

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 by the Icelandic law.

Each party irrevocably agrees that the courts in 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

Supplementary services

Assisted booking

For more complicated bookings that might require multiple interrelated bookings and/or specific time management, TourDesk offers additional services to hotels to maximize revenue and services. Those bookings that require special assistance from the Tour Desk will be marked as such and specially tagged on the sales report. Hotels can request a copy of the communication 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 upon 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.