You, (hereon „supplier“) and TourDesk ehf, Safamýri 57, 108 Reykjavík, id 600510-0370 (hereon TD or TourDesk), collectively referred to as “parties” or individually as “party”, agree to enter into the following:

Supplier Agreement

Last revision: 24th of May 2018

  1. 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, with the aim of maximizing sales and efficiency for all.
  2. 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.
  3. 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.
  4. 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:
      • A monthly invoice, due on the 20th of each month, covering bookings travelled in the month prior.
      • 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
END