Terms

TourHunter collects different information about the various parties who may utilize its services. This includes information about suppliers, consumers, agents and resellers. There are 6 broad categories of information that we collect:

SERVICE AGREEMENT


RECITALS:

TourHunter gives its clients a software for tour and activities like; ticketing, entertainment, transportation, and online booking, goods, and services to facilitate proper management of inventory, customer relationship, sales, and distribution. Its website provides helpful resources, user interfaces, user manuals, documentation, intellectual Property rights, in object code form and any similar technology as often updated (“TourHunter Software”).

You as a service provider using the TourHunter software and/or the entity you represent are bound by this agreement. This agreement is made between you and TourHunter and your access to and use of software and services is governed by this Agreement. You prove that you are able and legally entitled as an individual or an entity whose authority you represent to enact this Agreement. The Agreement starts the very day it's enacted.


1. SOFTWARE LICENCE


1.1 Licence

Once the agreement is enacted, TourHunter grants her suppliers a limited, revocable non-transferable and non-exclusive license to access and utilize TourHunter software for;

  • Inventory management.
  • Electronic processing of customer bookings as per the terms and conditions of this Agreement.
  • Proper management of customer/client database.

1.2 Exclusivity

During the validity of this agreement and as long as you are using TourHunter software, you are not permitted to use any intellectual property, application, software, program or any service that has similar functionality as that of TourHunter materially at any level.


1.3 Limitation

TourHunter reserves the rights to her software and licenses. Your right of use of the software shall be as granted to you in this Agreement. Any Applications, all intellectual Properties and all copies that pertain to it must remain the exclusive property of TourHunter or its licensor.


1.4 Marketing and publicity

By this Agreement, you agree and acknowledge giving TourHunter a limited, non-exclusive, non-transferable, revocable, and royalty-free license to use your trademarks, trade-name, and logos for the purposes of marketing, advertising and promotions, presentations, exhibitions, trade-fairs and on our website and social media pages. You acknowledge that you accept to be publicly called a client of TourHunter.


2. DISTRIBUTION CHANNELS

All users of the TourHunter distribution services are governed by the terms and conditions of the supplier agreement in respect of the distribution services.


3. YOUR ACCOUNT


3.1 Setup

To be registered with us, create a user account on TourHunter website, fill in your credit card details and all other required details in order to activate your account. This will give you access to the TourHunter software.


3.2 Activation

To avoid termination of your access to your account and TourHunter services, it is mandatory for you to activate your user account before the end of the trial period. This activation, however, exempts users exclusively entitled to a free trial period.


3.3 Facilitation

In this agreement, you grant us the right to access your user account and any hardware, electronic data storage system or those belonging to third party agents where applicable used to access your account remotely or on-site to facilitate our operations in the setup of your account and TourHunter software.


3.4 Your information

You warrant that all information that you submit to us is always up to date and that you are duly authorized to register on behalf of the entity you represent in the event that you are registering on behalf of an entity. It is your sole responsibility to maintain complete and up to date information in our system.


3.5 Username and password

The security of your user account is solely your responsibility. On successful registration with us, you’ll be given a username and password which you have to keep safe against unauthorized access. TourHunter presumes that all activities on your account are undertaken by you, whether it's true or not.


3.6 Update

It is mandatory for you to always make sure that only correct, accurate, truthful and up to date information is uploaded through your account.


3.7 Security

To prevent unauthorized third party access to its computer systems and your account information on our website, TourHunter uses software generally used in the trade including firewalls and encryption technology. However, in the event that these protection systems fail to execute the intended duty, TourHunter is not liable to you for the repercussions thereof.


4. USE OF THE SERVICES

In this Agreement, you acknowledge and accept that;

  • You will not upload material containing harmful software, viruses, trojans and/or worms.
  • You will not attempt to modify, copy, change or distribute any software used to offer services on TourHunter.
  • You have no right whatsoever to make products or services using functions, ideas, graphics or features similar to those of TourHunter that will be turn out to be competitor products and services with those of TourHunter.
  • Only you and your authorized representatives will access and use TourHunter software through your user account.
  • You will not interfere with the data contents of TourHunter and its software functionality.
  • This agreement except to the permitted extent does not allow you to give license, sublicense, sell, distribute, transfer, lease, commercially exploit and disclose TourHunter software and services to unauthorized third parties.
  • Defamatory, threatening, pornographic, discriminatory, abusive information that violates the rights of other users must not be transmitted through TourHunter platform.
  • For your own internal operations, you will only use the intranets availed to you and will not create internet links to and/or from TourHunter software. You will not “frame” any part of content pertaining to TourHunter software.
  • TourHunter has all the rights to the software used to provide services to users. Therefore, you will not disassemble, reverse engineer nor try to derive source codes from this software.
  • Except for fulfilling your internal obligations, you will not imitate the ideas, functions, graphics, and features of TourHunter software.

5. THIRD PARTY CONTENT

Communication forums, including chat, newsgroups, online bulletin boards to mention a few among many others, website links and software applications accessed through our website are some examples of “Third Party Content” that is allowed on the TourHunter website to enhance user experience. Such content is not the property of TourHunter but the third parties uploading it.


5.2 Your content

A user warrants that all content transmitted through the communication forums on our site is personal property and/or has the legal authority (in the case of Third party material containing intellectual property) to use, display, upload and produce such content.


5.3 Confidentiality

You accept that you will not upload confidential content through the communication forums. TourHunter presumes that you have the rights and/or authority to the content submitted through these forums. Therefore, it may be unconditionally modified, displayed, shared or reproduced at the sole discretion of TourHunter by right.


5.4 Control

TourHunter reserves the right to scrape inappropriate content uploaded through the communication forums from the website without notice.


5.5 Risk

Use third party content at your own risk! Any resultant losses, damages, and costs are not a liability to TourHunter given the fact that we do not endorse or test, neither monitor nor control such content. You hereby release us from any claims that accrue to the use of third party content.


6. YOUR RESPONSIBILITIES

These are your responsibilities and you are bound to;

  • Comply with all applicable laws, terms and conditions and policies of TourHunter.
  • Ensure that your content, personal information, and information regarding products, services, pricing, and availability is up to date and always accurate.
  • Have a backup and protection system for your content.
  • Communicate any changes and progress to your customers and duly fulfill all online reservations, bookings, and online purchases.
  • Develop and maintain accurate content in our system.
  • All claims relating to, content, intellectual property and infringement rights among many.
  • Configure the TourHunter Software and navigate the website.

7. MAINTENANCE


7.1 Upgrades

In this Agreement, you accept that TourHunter though not obligated to, will modify and/or upgrade the TourHunter software at its sole discretion as the need arises without notifying you.


7.2 Maintenance

You agree that there will be maintenance periods (scheduled or unscheduled) once in a while, which could interrupt the services such as processing reservations and you may not be able to access our website.We may give a 2 days notice to you prior to the maintenance date. However, scheduled maintenance periods will be specified on our website.


7.3 No warranty

In this agreement, we do not warrant that TourHunter software will;

  • Be compatible with your computer and communication systems.
  • Fulfill your expectations and requirements.
  • Be reliable, accurate, serve and useful for any specific purpose.
  • Not be interrupted with regard to accessibility.
  • Not be free of errors.

8. CHARGES


8.1 Pay monthly

When you choose to pay monthly, all fixed monthly Service Charges are payable prior to the Due Date while all usage charges are payable in arrears monthly and TourHunter will give you a tax invoice monthly.


8.2 Pay annually

Here, you will pay in advance the worth of 12 months service charge the moment and the day this agreement is enacted between you and TourHunter. Usage Charges are payable monthly in arrears.TourHunter will give you a tax invoice for the initial 12 months payment and other invoices for usage charges as you may require.


8.3 Debit

In this Agreement, you acknowledge and agree that we will use the credit card details associated with your TourHunter account to debit all amounts payable to TourHunter.


8.4 Free trial

You will not be liable for any charges incurred during a free trial period where applicable.


8.5 Tax

In this agreement, you are solely liable for any applicable taxes, rates, levies, import fees, duty fees, interest, penalty fees and all other expenses in relation to the Services and the amounts paid to you in respect of those Services.All quoted fees and charges are exclusive of GST, VAT, withholding tax and any other applicable taxes or duties.


8.6 No-refund

All payments, including but not limited to Service Charges paid in advance to TourHunter by you are non-refundable regardless of the circumstances.


9. SUSPENSION


9.1 Suspension

Your access to the Services and/or your account may be suspended if TourHunter reasonably ascertains the following.

  • There is a breach of this agreement/contract with the user.
  • Illegal or fraudulent use of TourHunter services.
  • That payment has not been made within 14 days of the due date.
  • That there’s a risk attached to your usage of TourHutner services, software and it's business as an entity.
  • The need for maintenance, services, and software including website upgrade.

Note that service charges accrue during the suspension period.


10. TERM AND TERMINATION


10.1 Term

This Agreement commences on the date it is enacted until the date it is terminated in accordance with its terms inclusive of any applicable free trial period, the terms set out below and any other period during which a user utilizes or has access to TourHunter Services.


10.2 General termination

If you have selected to pay;

(a) On a monthly basis;
The term of this Agreement will commence on the Commencement Date and continue until terminated by either party providing a 14 days prior written notice to the other party.

(b) Annually in advance,
The term of this Agreement will commence on the Commencement Date and either party may terminate this agreement by providing written notice at least 14 days prior to the expiry of the 12 month period after the Commencement Date. If this Agreement is not terminated before the end of the current term, it will automatically be renewed at the end of each term for a further 12 month period. Note that you will be charged for that further 12 month period upon each renewal unless either party gives the other a written notice of termination at least 14 days prior to the end of the current term.


10.3 Termination by TourHunter

TourHunter, regardless of any other clause herein may instantly terminate this Agreement including your access to the TourHunter Software after giving you a written notice on the following grounds.

  • When a user has breached this agreement.
  • When the breach of agreement cannot be resolved or due to negligence on the part of the user to resolve the breach (where possible) even after receiving a 14 days notice from TourHunter.
  • When a user’s access to and usage of TourHunter’s Distribution services and/or software causes a breach of the governing law.
  • Failure to comply with the terms and conditions of this agreement regarding the payment of accrued charges within 14 days of the due date.
  • A change in relationship with suppliers and/or Distribution Channels on the part of TourHunter, therefore, causing an inability to provide the services.

10.4 Termination for insolvency

If the other party is likely to or becomes insolvent by winding up, or through creditors’ partitions, external administration or deed of arrangement among many insolvency activities, TourHunter may promptly terminate the Agreement after issuing a written notice to the concerned party.


11. INTELLECTUAL PROPERTY RIGHTS


11.1 Intellectual property warranties

In this Agreement, you warrant that:

  • You have absolute rights to your content.
  • You have the legal rights to enter into this agreement and to grant the rights provided for in this agreement.
  • Your Content does not infringe upon any third party Intellectual Property rights.
  • The information contained in your TourHunter account is solely yours and your licensors have the rights to it and grant TourHunter the right to use it in the acceptable manner as stipulated in this agreement.

11.2 Setup

Between you and TourHunter, the TourHunter Software (and all copies thereof) and all Intellectual Property rights therein or relating thereto, remains the exclusive property of TourHunter and/or its licensors.

You acknowledge and agree that TourHunter, its affiliates and/or licensors own all rights, title and interest in and to the TourHunter Software and all Intellectual Property rights therein or relating thereto (including but not limited to any pictures, photographs, videos, audio and text incorporated into the TourHunter Software).

You agree that your rights to the TourHunter Software are limited to those explicitly accorded to you in this Agreement.


12. LIABILITY AND INDEMNITY


12.1 Non-exclusion

The exclusions and limitations in this clause, apply subject to any rights you may have under laws such as the statutory consumer protection laws, including the Consumer Protection Act, B.E. 2522 (1979), which cannot be excluded, restricted, limited, or modified.


12.2 Warranty exclusion

The exclusion of all express or implied representations, guarantees, conditions, warranties and other provisions not contained herein, whether based on legislation, the common law or otherwise, including any representations, conditions, guarantees or warranties in relation to acceptable timeliness, quality or fitness for the purpose shall be to the extent permitted by law.


12.3 Warranty limitation

If any condition, warranty, guarantee or other provision is implied or imposed in relation to this Agreement founded on legislation, the common law or otherwise, and cannot be excluded (Non-Excludable Term), and we are able to limit your remedy for a breach of a Non-Excludable Term, then at our sole discretion, our liability for a breach of a Non-Excludable Term is limited to the re-supply of Services or payment of the cost of re-supplying the Services.


12.4 Predictability

In the event that losses or damages arise naturally, such as pure economic loss or out of contemplation by parties for example, in tort or are foreseen to occur for instance; loss of profits and data, loss of expectation, indirect and consequential losses, goodwill losses, punitive or exemplary damage, TourHunter, subject to its obligations under the Non-Excludable Terms, and to the maximum extent permitted by law, will not be liable to you.


12.5 Liability limitation

In spite of the preceding provisions of this clause 12, we are liable to you in relation to the Services or the Agreement. We have a limited liability amounting to a sum equal to the total amount paid by you in the period 12 months prior to the date of the liability arising as per the agreement.


12.6 Indemnity

In spite of any other provision of the Agreement, you are liable to us, our affiliates and licensors (including each of their directors, employees, agents, and representatives) for and indemnify us against any damage, loss, claim, proceeding and costs such as legal costs on an indemnity basis, including as a result of any third party claim against TourHunter, arising out of or directly or indirectly related with the following:

  • Your breach of this agreement.
  • The use or attempted use, of the TourHunter Software and/or Services.
  • Any claim such as alleged infringement or misappropriation of third party rights in Your Content or the development, advertising marketing or use of Your Content.

12.7 Contributory liability

In this Agreement, TourHunter’s liability to you is reduced to the extent that such liability was caused by you, your employees, subcontractors and authorized representatives or a related corporate body (as defined in the Corporations Act 2001).


13. CONFIDENTIALITY


13.1 General confidentiality

You accept and concede that commercially sensitive information comprising of the design, specification, and content of the TourHunter Software, the terms and conditions of supplying TourHunter Software and Services and all pricing and product information provided by us (except to the extent such information is publicly available) constitutes the confidential property of TourHunter.


13.2 Use

You are permitted to use our confidential information only in accordance with this Agreement and must not disclose, share or permit unauthorized access and use thereof, including third parties without prior written consent from TourHunter, unless it's a legal requirement, and provided that, where practicable, you first provide a written notice to TourHunter.


14. NOTICE


14.1 Notices generally

In this Agreement, all notices must be given in written form in accordance with this clause.


14.2 Notices to you

In this Agreement, TourHunter may give you notices in 2 ways;
(a) By posting the notice on our website
(b) By sending an email to the email address associated with your User Account.


14.3 Website notice

The notices we provide by posting on our website will be effective upon posting, whereas notices we provide by email will be effective when sent to your email address associated with your user account as TourHunter will presume that you have read it even if the fact is otherwise. Note; It's solely your duty to keep your User account details up to date.


14.4 Notices to us

Under this Agreement, you may notify us by email to subscriptions@tourhunter.com. We will send you a notice in the event that we change our email address for notices.


14.5 No objection

There shall be no objection to the mode of delivery of any notice particularly received in writing by your authorized agent.


15. AMENDMENTS


15.1 Amendments

TourHunter, in its sole discretion, may modify any of the terms and conditions stipulated in this Agreement, including all charges but not limited to monthly Service Charges at any time, with your consent after sending you a notice. It is your sole responsibility to regularly search through the TourHunter website for any amendments to this Agreement. The amended terms will become effective on the earlier of, the date you agree to the terms, the date they are posted on our website or otherwise the date that the terms are deemed to have been received by you in respect of the notice provisions. By continuing to use the Services after the effective date of any amendment to this Agreement, you automatically agree to be bound by the amended terms.


15.2 No fee changes

Pricing changes will not take effect for users that pay for services in advance until the end of the prepaid period.


16. FORCE MAJEURE


16.1 No liability

In the event that forces beyond a party’s reasonable control such as; elements of nature, including storms, earthquakes, tsunamis, systemic telecommunications, electrical and utility failures, acts of governments, riots, war and terrorism acts (Force Majeure Events) resulting in delays and/or failure of a party to fulfill its obligations as per this agreement, neither party will be liable to the other party in spite of any other clause of this Agreement.


16.2 Suspension

Each party’s obligations, to the other party will be suspended to the extent of the Force Majeure Event, besides your payment obligations in clause 8. If a Force Majeure Event prevents a party from fulfilling its obligations under this Agreement for a period exceeding 60 days, the other party may terminate this Agreement by providing a 30 day written notice.


17. MISCELLANEOUS


17.1 Entire agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to its subject matter and therefore supersedes all previous negotiations, express or implied representations, except as stated in this agreement and to the highest extent permitted by law.


17.2 Assignment

In this Agreement, you may assign your rights only after receiving a written consent from TourHunter. However, TourHunter may at any time without your consent, assign its rights after sending you a written notice.


17.3 Severance

If any portion of this Agreement is found to be invalid or unenforceable, then the invalid or unenforceable section will be severed and the rest of this Agreement will remain valid and will be effectively enforced.


17.4 No-waiver

If a party fails to enforce any provision of this Agreement, there shall be no continuing waiver of that or any other provision, unless expressly provided in writing by an authorized representative of that party.


17.5 Survival

All clauses expressly or implied to survive termination, will continue to be relevant after termination, including without clauses 5, 11, 12 and 13 that survive termination.


17.6 Governance

This Agreement is governed by the laws of The Kingdom of Thailand and both parties irrevocably submit to the exclusive jurisdiction of the courts of The Kingdom of Thailand.


18. DEFINITIONS

In this Agreement, unless the context otherwise defines:
Commencement Date; - means the earlier of the date that you accept the terms and conditions of this Agreement or the date that you start using TourHunter Services.
Distribution Channel; - means any distributor in the business of selling or promoting tours or activities and listed on the TourHunter website from time to time.
Distribution Services; - means the services via which TourHunter provides your selected Distribution Channels with access to your inventory.
Due Date; - means each monthly anniversary of the Commencement Date, unless your Commencement Date falls on the 28th to the 31st of a calendar month, in which case your anniversary will be the last day of each subsequent month.
GST; - means any applicable goods and services tax or any similar tax.
Intellectual Property; - means any invention, designs, copyrights, data, know-how, concepts, ideas, process, patents, patent rights, copyrights, trade secrets, trademarks, trade names, service marks and other intellectual property embodied therein and all applications and rights to apply for registration or protection rights pertaining thereto.
Supplier Agreement; - means the agreement titled ‘supplier agreement’ entered into between you and TourHunter.
TourHunter (we, us or our); - means Best Travel Club Co., Ltd., license no. 0835556001696 and includes TourHunter employees, contractors and any related bodies corporate.
Service Charges; - means the fees payable in respect of the Services which are described as ‘service charges’ and outlined at the URL: www.tourhunter.com/suppliercharges as often updated.
Services; - means the Services provided by TourHunter to you, which may include, but not limited to, access to the TourHunter Software and Distribution Services.
Usage Charges; - means any usage charges applicable to the Services and calculated on a monthly basis, including but not limited to, any fees for messages received or sent using our messaging platform or fees for processing online bookings placed through the TourHunter Software in excess of any applicable online booking allowance, all of which are described as ‘usage charges’ and outlined at the URL: www.tourhunter.com/usagecharges as often updated.
Your Account; - means the online TourHunter account you create to access the TourHunter Software and store Your Content.
Your Content; - means any software, data, text, audio, video, images, pictures, or other materials uploaded onto the TourHunter Software using Your Account, or otherwise processed, used or stored in connection with Your Account.

TERMS OF USE


Modification of the Terms of Use

The right to modify user charges of TourHunter website, its terms and conditions and notices solely and exclusively belongs to TourHunter.


Delivery Instructions

The moment you register and sign up with TourHunter, you will receive a confirmation email from us after which you are instantly authorized to use TourHunter software online.


Links to Third Party Sites

TourHunter, out of convenience might host other websites (Linked sites) on its website. It is important to note that TourHunter has absolutely no control over such websites and their content and updates including links to those linked sites. Their form of transmission and webcasting is not the responsibility of TourHunter. TourHunter does not endorse their operation and associations.


No Unlawful or Prohibited Use

In this agreement, you acknowledge and guarantee lawful use of TourHunter website, you abide by the notices, terms, and conditions, you will not unlawfully try to access material and information not made available to you by TourHunter. You also warrant that you will not engage in activities that pose a possible threat to the normal functionality of and any other user’s experience on TourHunter website.


Use of Communication Services

You accept to appropriately use the Communication services offered on TourHunter website. These may include chat rooms, forums, news groups and communities to mention among many that facilitate communication between entities and the public. These services are to be used to relay constructive information.Though not limited to, the following, using our communication services, you warrant that;

  • You’ll not insult the rights of privacy and publicity of TourHunter and other users.
  • You’ll not upload files with software and the intellectual property whose legal rights you don’t possess or have not received a license to use.
  • You’ll not use profane, defamatory, threatening language or post or publish unlawful material.
  • You’ll not be involved in surveys, contests and pyramid schemes and you’ll not post them through our platform.
  • You’ll not upload corrupted software, programs and virus infected files that could possibly crash a user’s computer.
  • Unless a communication service permits advertising, selling and buying of goods and/or services, you will not engage in such activities.
  • Files posted by a user of a communication service that is not legally permitted on this platform must not be downloaded.
  • You’ll not falsify legal rights of any material of a file uploaded through our message service.
  • All users have an equal opportunity to use the communication service and therefore you’ll not limit nor prevent their experiences.
  • You’ll observe guidelines and the acceptable code of conduct of our communication service.
  • It's illegal to collect information about other users without their personal consent.

Regarding the communication services, TourHunter reserves the right to;

  • For a reason deemed fit, TourHunter will terminate a user’s access to the messaging service with or without prior notice.
  • Disclose, remove and edit material and/or any information as required by law.

TourHunter disclaims and is not liable for any repercussions of personally identifying information that you share via the communication service because TourHunter has no control over nor does it endorse the content on the communication service. The views of employees do not reflect TourHunter’s opinions.

You have to accept the limitations that come with material posted through the communication service when you download them as they could come with various hindrances with regard to sharing, usage, and reproduction.


Materials Provided to TourHunter or Posted at any TourHunter Web Site

Whenever you post or submit information and material to TourHunter website, you give TourHunter, its affiliates and subcontractors the right to use, post, distribute, display, copy, transfer, reproduce and publish your information publicly (submit) for smooth business operation on the website though TourHunter disclaims ownership of such material.

You agree and acknowledge that you have all the rights to the information and material that you upload or submit to TourHunter as stipulated in this section of the agreement.

TourHunter reserves the right to post or delete any submission to TourHunter and there will be no compensation in regard to the use of your submission in this agreement.


Liability Disclaimer

TourHunter does not guarantee that all material, software, services, products, and information on its website is 100% accurate as it can contain typographical errors. TourHunter and/or its suppliers may make periodic modifications in the content of the website.

Do not make personal and sensitive decisions regarding your health, finance and legal aspects basing on material and counsel found on our website. Seek specific professional advice related to your situation.

With utmost regard to the laws governing software, products and services, graphics and information, TourHunter and/or its suppliers do not warrant that the software, material, and information on the website is accurate, reliable, available, timely and/or suitable for use or any purpose whatsoever.

TourHunter and/or its suppliers do not warranty terms and conditions of merchantability, non-infringement, title, and fitness for specified use.

TourHunter and/or its suppliers will not be liable for all direct or indirect, incidental damages such as loss of data and profits among many other losses experienced as a result of the use and functionality of the TourHunter website and all its connections. TourHunter is not liable for losses incurred due to incapacitation to effectively use our website and/or its services, the presence or absence of products and/or services and losses related to the use of our software, related graphics, services, products and information accessed through TourHunter website, whether it arises out of negligence, tort, contract or strict liability disregarding the possibility of TourHunter and /or its suppliers being aware that such losses and damages could occur at any time.

However, the above limitation does not apply to users in places or states where the governing law of jurisdiction prohibits limited liability for incidental (consequential) damages.

You can choose to terminate or end your use of the TourHunter website in the event that you are not satisfied with our terms of use and any part of the TourHunter website. For more information, contact service at info@tourhunter.com.


Termination/Access Restriction

With absolute discretion, TourHunter by right will restrict or terminate your access to and usage of TourHunter website and/or its services without prior notice at any time.


General

This agreement is governed by the laws of The Kingdom of Thailand and you hereby consent to the exclusive jurisdiction and venue of courts of law of The Kingdom of Thailand in all disputes as a result of or in relation to the use of the TourHunter Web Site to the highest level permitted by the law.

In the event that a particular jurisdiction does not favor all provisions of the terms and conditions of this Agreement, including without limitation this section, the use of TourHunter website and/or its services is unauthorized.

With this agreement, you accept and acknowledge that partnership, employment, joint venture or agency relationships do not exist between you and TourHunter even though you use the TourHunter website and/or its services.

The performance of this agreement with TourHunter is in compliance with the existing laws and legal process, will fulfill all requirements of the government, courts and law enforcement bodies in relation to your information submitted to us and your use of TourHunter website and its contents.

In reference to the applicable law, such as, but not limited to, liability limitations and warranty disclaimers aforementioned, a valid, enforceable provision that most closely resembles the intent of the original provision shall supersede any section of this agreement perceived to be unenforceable or invalid and the rest of the agreement will remain valid and thus continue to be enforced.

Regarding the TourHunter website, this Agreement is and constitutes the entire Agreement between you the user and TourHunter and supersedes all prior oral, written and electronic contemporary communications between both parties unless otherwise stipulated herein.

All records, notices, business documents in connection with this Agreement and this agreement when required during judicial and administrative proceedings, shall be presented (submitted) in electronic or printed form.

We expressly wish and advise all parties to draw up this Agreement and its related documents in English language.


Copyright and Trademark Notices

All contents of the TourHunter Web Site and/or its suppliers are copyright Best Travel Club Co., Ltd. All rights reserved.


Trademarks

Respective owners’ trademarks may be represented by names of actual companies and products mentioned herein.

All companies, organizations, products, people, and events depicted herein as examples are fictitious. We do not infer or imply an association with any real company, organization, product, person, or event.

All rights reserved unless expressly granted herein.


Notices and Procedure for making Claims of Copyright Infringement

In case of copyright infringement and you ascertain that your work has been copied in one way or another, with sole discretion, please notify TourHunter in writing by providing the following

  • A description of the copyrighted work acclaimed to have been infringed upon;
  • The signature of the authorized personnel acting on behalf of the owner of the copyright interest in electronic or physical form.
  • Personal address, telephone number, and email address.
  • The auction ID number of the acclaimed infringed upon information or property and describe its location on the website.
  • Your statement confirming that with all honesty, the copyright owner, its agent, or the law did not authorize the disputed use.
  • Your sworn statement made under the penalty of perjury stating that, all the above information in your notice is absolutely true and that you are or are authorized to act on behalf of the copyright owner.

For notice of claims of copyright infringement, reach TourHunter through the contact details listed on the Contact page of this web site.

SUPPLIER AGREEMENT


RECITALS:

We, Best Travel Club Co. Ltd. ( License no. 0835556001696) (TourHunter), provide technology, services, intellectual property and a collection of tours, activities, tickets, entertainment, transportation, and/or other goods and/or services (Services) and distribute them to reseller vendors (Resellers), (Distribution Services). This agreement (“Agreement”) binds you or the entity you represent (“Supplier”) as a supplier of such Services using our Distribution Services. In consideration of the above and the terms and conditions set forth in this Agreement, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties consent as follows.


1. RATES AND RESALE


1.1 Supply

The Supplier agrees to accordingly supply its Services inventory to TourHunter for distribution by TourHunter to the Resellers for resale to their customers (Customers).


1.2 Consent to sale

If the Supplier sets a Marketplace Rate, (clause 1.3), the Supplier consents to the resale of its Services by Resellers as appointed by TourHunter at its sole discretion. When the Supplier sets a Custom Marketplace Rate (clause 1.4), the Supplier consents to the resale of the Services by all Resellers in relation to which Custom Marketplace Rates are set.


1.3 Marketplace Rates

The Supplier may set a selling price for the Services to be used by all Resellers in its account linked to TourHunter’s online management system (TourHunter Supplier Account) using one of the following methods:

  • The Supplier can choose to use the net price system under which the supplier agrees and acknowledges that Resellers may sell the Services at any price above the Nett Price via the TourHunter Supplier Account. The supplier must set the (Nett Price) thus amount payable to the Supplier in relation to the sale of each of the Services.
  • If the Supplier chooses to use the commission system within the TourHunter Supplier Account, it must set the gross selling price in relation to each of the Services (Sale Price) and set the commission percentage, as a percentage of the Sale Price, that is payable to the Resellers in relation to the sale of Services in addition to the TourHunter Fees also payable as per clauses 2.3 and 2.4.

Marketplace rates refer to the amount payable to the supplier in reference to the sale of services in both clauses 1.3 1) and 1.3 2)


1.4 Custom Marketplace Rates

The Supplier may set alternate sales prices for individual Resellers by providing a Net Price or Sale Price and commission payable for those Resellers as stated in clauses 1.3(a) and 1.3(b) in its TourHunter Supplier Account. The amount payable to the Supplier in relation to the sale of each of the Services under this clause 1.4 is referred to as the Custom Marketplace Rate.


1.5 Manual Payments

The Supplier may choose to make payments directly to a Reseller under Custom Marketplace Rates in its TourHunter Supplier Account (Manual Payments). Here, the Supplier will make all commission payments to the Reseller promptly as stated in this agreement. TourHunter is not liable to monitor these payments.


1.6 Interpretation

The Supplier and TourHunter agree and acknowledge that:

  • Resellers will sell services at the set custom marketplace rates where the supplier does not set a marketplace rate.
  • Where both marketplace and custom marketplace rates are in place, Custom marketplace rates are applicable to all resellers pre-set under this type of rate whereas all the other resellers will operate under the marketplace rate.
  • Any reference to Rates is a reference to the Marketplace Rates and/or Custom Marketplace Rates.

1.7 Inclusive pricing

All taxes (including GST), duties, commissions, costs, fees or any expenses payable to or by the Supplier are inclusive of all the rates mentioned in this agreement and represent the full amount payable to the supplier for the services offered. Such fees are the sole responsibility of the Supplier.


1.8 Best Rates guarantee

The Supplier guarantees the lowest rates to the service distributors. The service distributors no right to provide services at any prices lower than the set marketplace rates except where custom marketplace rates have been set. In the event of discounted rates for the services offered on any distribution channel, the supplier hereby agrees to promptly notify TourHunter in order to form the marketplace rates.


1.9 Agent

The supplier agrees and acknowledges that TourHunter shall facilitate the sale of services by the resellers on behalf of the supplier. TourHunter is an authorized agent for the suppliers. Although TourHunter may distribute services to resellers, it's not mandatory and will neither buy nor provide services anyhow, and this Agreement does not warrant any trust, partnership or employment relationship.


2. PAYMENT QUANTUMS


2.1 Collection of payments

When a client makes a booking with a reseller, all payment rates are immediately released to the Supplier by TourHunter who will fetch and retain the balance of all payments for services sold by resellers with the exception of manual payments as per this agreement.


2.2 Merchant fees

The supplier in all rates is solely responsible for the payment of all expenses accruing to collection of service payments, bank charges, credit card charges, merchant facility charges and any other fees levied by the banking partner in clause 3.1.


2.3 TourHunter Manual Fee

In this agreement, TourHunter shall collect and retain a monthly manual fee from the supplier in arrears as payment for distribution services offered by TourHunter.


2.4 TourHunter Automatic Fee

In this agreement, TourHunter shall collect and retain a TourHunter Automatic Fee, which is a deduction from service payments. This TourHunter fee is a combination of the manual fees and automatic fees.


2.5 Reseller Fee

TourHunter shall deduct the rates and Automatic fee from the amount collected from a particular sale of services before paying the reseller in relation to that sale as per the agreement with that reseller. This excludes the manual rate system where the supplier pays according to clause 1.5.


3. PAYMENT SYSTEM


3.1 Account

TourHunter will facilitate its payments to the supplier through a payee account containing all of the supplier recipient’s account (Payment account) details set up on the TourHunter Supplier Account. The supplier will receive direct payments from customers through a banking partner with a stripe payment platform.


3.2 Payments through Banking Partner

As per this Agreement, Payments will be made specifically to the supplier’s Payment Account in the supplier’s choice of currency. Payments to the supplier will be made after 7 days of setting up their payment account.


3.3 Banking Partner fees

By this Agreement, it's the sole responsibility of the supplier to fund payment charges accruing to the setup, administration, and maintenance of the supplier payment account. The banking partner may also charge conversion fees and any other expenses. The supplier is to solely pay all these fees.


3.4 Set-off

By this Agreement, TourHunter reserves the right to retain and/or deduct funds due to a supplier that’s payable by the supplier to TourHunter in reference to clause 5.4 after TourHunter has expressly notified the supplier of their claim.


4. SET-TIME BOOKINGS AND VOUCHERS


4.1 Set–time booking cancellation

Cancellation of customer bookings for a service with a specified date and time shall be made through the TourHunter Supplier account only when;

  • It's 30 days to the booked time and date.
  • It's 7 days to the booked time and date.
  • A day to the specific time and date.
  • A supplier follows the custom cancellation policy.

4.2 Set–time booking refunds

All rates and service payments will be refunded to a client when a cancellation of booking is made within the authorized legal cancellation period by the supplier. However, clauses 2 and 5 address the otherwise situation.


4.3 No set-time booking cancellation

In the event that a client is given a voucher without a specific date when booking for a service, then the supplier must ensure that the voucher indicates the condition that such a voucher cannot be canceled or refunded due to a change of mind after its stated expiry date.


5. REFUNDS


5.1 Notification of dispute

In the event that a supplier has a service related dispute with a client on our platform, TourHunter must be notified immediately.


5.2 Service dispute

If a supplier fails to notify and bring to the awareness of TourHunter of any service related dispute with a client, the supplier must immediately refund to the customer at the instruction of TourHunter.


5.3 Other refunds

Rates otherwise payable to suppliers of services on TourHunter platform shall not be paid in the event that TourHunter services payments are refunded or collected from TourHunter through chargebacks, fraudulent payments and preference payments among other forced refunds.


5.4 Supplier costs

It is solely a supplier expense to pay for merchant fees, banking transaction costs, credit card fees and costs of customer refund, dispute investigation costs where a reseller or customer files a complaint against the supplier and any costs incurred by TourHunter in executing the aforementioned activities. The supplier must immediately pay to TourHunter as instructed.


5.5 TourHunter refund

Any TourHunter fees received from a customer in relation to a particular booking shall be refunded where a supplier is required to make a refund to that customer.


6. INSURANCE

In this agreement, each supplier must have credible insurance policies provided by an accredited insurer at all times.


7. SUPPLIER’S OBLIGATIONS


7.1 Service details

The supplier shall upload true, accurate and exhaustive service related information on their TourHunter Supplier account that will positively influence a customer’s decision to book and purchase our services through our platform. In this agreement, the supplier must ensure that the information on the platform is up to date at all times.


7.2 Terms and conditions

The supplier unconditionally accepts the privacy policy, terms, and conditions of use in reference to all services distributed by TourHunter. These are to be keenly observed and maintained by all suppliers during the term of this agreement.


7.3 Terms of Use

The supplier warrants and is bound by the privacy policy and terms and conditions of use of this agreement not to upload offensive and illegal material in breach of property rights and third party copyrights. Information that will arouse complaints amongst resellers and customers to mention but a few parties must not be uploaded to the platform.


7.4 Supplier Warranties

The Supplier warrants;

  • That all services required by a reseller shall be prompt, diligently and professionally provided in time.
  • That all service reservations sold by a reseller shall be placed and confirmed in a timely manner.
  • Satiable and memorable customer service and experience.
  • Provision of truthful information required by TourHunter for promotional purposes among other reasons.
  • Possessing all permits, licenses, and documents to authorize the provision and sale of services.
  • Safety and precautionary measures are in relation to the services sold are enforced.

8. TOURHUNTER’S RESELLERS


8.1 The Resellers

It is not the sole responsibility of TourHunter to distribute services to tour operators, internet sites, travel agents, software companies and tourism companies among other resellers and entities.


8.2 Intellectual property

The supplier grants TourHunter and its resellers the rights to her intellectual property, including copyrights, design, website content, patents, photographs, and videos to mention but a few for promotional purposes. However, its by choice and not an obligation for TourHunter and its resellers to make such promotions.


9. TOURHUNTER’S RESPONSIBILITIES


9.1 Reservations and confirmation

When a customer makes a reservation, it's the responsibility of TourHunter and her resellers to use a real-time inventory management system that will instantly confirm a booking and issue a voucher in an acceptable format to necessitate accurate identification by the supplier when the customer presents it to complete the transaction.


9.2 Reservations

Through the TourHunter supplier account, requests and/or reservations will be given to the supplier when a client (customer) buys services distributed by TourHunter.


9.3 Support

During working hours, a supplier will contact TourHunter’s employees through an established support mechanism set up by TourHunter for any required clarifications and support.


10. INDEMNITY AND RELEASE


10.1 Indemnity

TourHunter is held harmless against any choice of action, notice, cost, lien, demand, suit, account, damage, loss, liability, litigation and legal costs, proceedings, debt, investigation, and verdict of claims of any nature and is indemnified by the supplier in aspects such as;

  • Customer claims.
  • Reseller claims.
  • Breach of agreement with the supplier.
  • The omission of services by the supplier.
  • Intellectual property and information utilization as authorized by the supplier to TourHunter and/or her resellers.
  • Supplier’s products and services.
  • Supplier duties and operations.

10.2 Release

Unless expressly stated in this agreement to the permitted extent by the governing laws, TourHunter disclaims any expressed or implied warranties, terms and conditions of merchandising, quality control and fitness for specified purposes. TourHunter neither represents nor offers warranties to the reseller unless as per the agreement. Therefore, the supplier releases TourHunter from the liabilities due to negligence or statute, consequential, incidental damages and loss of incentives that emerge out of or as a result of this agreement.


10.3 Limited liability

In the event of loss of revenue, profits or data and consequential or indirect damages as a result of this agreement, TourHunter shall not be liable for such damages, regardless of whether it has come to TourHunter’s awareness that such damages could occur. With the aggregate liability according to this agreement, TourHunter is limited to the amount payable to the supplier.


10.4 Intellectual property ownership

Intellectual property, including information, designs, copyright, data or formula, documents, clients, inventions and innovations, clients, correspondence, codes, registered and common law trademarks and all related property rights under the law of jurisdiction is accessible by suppliers during their term of the agreement with TourHunter. Intellectual property created by and /or for TourHunter and her resellers for use and rights relating to discovery, trade secret, concept, process and the knowledge of how to go about a transaction belonging to TourHunter are not for sale, modification or disclosure to any unauthorized entity by the reseller during the process of fulfilling its obligations under this agreement unless permitted to do otherwise.


11. TERM OF AGREEMENT


11.1 Term

The term of this agreement begins on the date that it is enacted and lasts for the Term. This agreement is automatically renewed annually at the end of each prior period, subject to clauses 11.2, 11.3 and 11.4.


11.2 Termination with notice by TourHunter

A written notice will be issued to the supplier 30 days before this Agreement is terminated by TourHunter.


11.3 Immediate termination by TourHunter

For the reasons listed below, TourHunter will terminate this agreement or suspend the supplier’s right to distribute services with immediate effect and without prior notice.

  • Breach of contract by the supplier.
  • When TourHunter perceives a loss of credibility and/or inability of the supplier to provide the services.
  • When TourHunter honestly perceives insolvency on the part of the supplier and therefore issues a written notice of 7 days to the date of suspension or termination of the contract.

11.4 Termination by either party

This Agreement shall be terminated and will not be renewed at the end of the term when either party terminates the contract at the end of the current term after submitting a written notice to the other party with a 14 day advance period.


11.5 Effect of termination

TourHunter and the supplier’s rights and obligations contained in this contract will cease instantly upon termination, except where it has been specifically stipulated. For accrued obligations, Clauses 10 and 14.1, the agreement will not be terminated.

However, all services sold by the reseller shall continue to be supplied prior to the termination date.


12. MODIFICATION OF TERMS AND CONDITIONS

Except for clause 13, TourHunter reserves the right to modify the terms and conditions of this agreement as deemed necessary with the consent of the supplier who is informed prior to the modification via email or through a post on the supplier’s website linked to TourHunter’s website. As soon as the supplier consents, modifications are made with immediate effect. If the supplier does not consent, then the supplier can within 14 days terminate the agreement. And if the supplier after this period continues to supply services on its website that is linked to TourHunter website, it automatically implies unconditional acceptance of the modified terms and conditions set herein the agreement.


13. NOTICES


13.1 Notices generally

In clause 13 of this Agreement, all notices must be given in written form.


13.2 Notices to the Reseller

Suppliers will receive notices from TourHunter through an email via the email address that the supplier used to register in their TourHunter supplier account and/or through a notice posted on TourHunter website.


13.3 Setup

Notices uploaded by TourHunter on her website shall be effective upon posting. It is perceived that a supplier has received the notice sent by TourHunter through the registered email address in the TourHunter supplier account and this notice is effective upon sending disregarding whether the supplier has read it or not.


13.4 No objection

There shall be no objection to the mode of delivery of a written notice by authorized agents of the parties involved and bound by this Agreement. In the case of a change of address for this purpose, the supplier shall accordingly notify TourHunter as per this Agreement.


13.5 Notices to us

In this Agreement, TourHunter will receive notices from suppliers through email to subscriptions@tourhunter.com. In the case of a change of email address, TourHunter will notify her resellers.


14. GENERAL


14.1 Confidentiality

All information, not limited to the terms and conditions of this agreement relating to the use of TourHunter website and confidential information as provided by TourHunter to the supplier (except that which is publicly available) will be utilized as permitted in this agreement. Confidential and sensitive information belonging to TourHunter must not be released, sold or disclosed to unauthorized users without the prior written consent of TourHunter except it's obliged by law to do so.


14.2 Binding effect of this agreement

This Agreement is legally binding Administrators, assignees, executors, transferees, trustees, and liquidators in bankruptcy appointed by all parties to this agreement.


14.3 Entire agreement

In accordance with its subject matter, this Agreement is the entire agreement and supersedes all previous agreements reached between the parties involved.


14.4 No adverse construction

This Agreement is not to be interpreted against a party solely on the basis that the party put forward the Agreement or a relevant part of it.


14.5 No merger

On completion of any transaction under this agreement, the rights and obligations of the parties herein do not merge.


14.6 Severability

Severability will be permitted when a term or part of a term of this agreement is not realistically enforceable, but the remaining terms or parts of a term of this agreement will continue to be enforced.


14.7 Waiver

There will be no waiver of rights subsequently to enforce a provision of this agreement if TourHunter fails to enforce a supplier’s strict performance of any provision of this agreement.


14.8 Assignment

The supplier can only assign this agreement with the prior written consent of TourHunter whereas TourHunter can assign this agreement at its sole discretion without the consent of the supplier.


14.9 Counterparts

This agreement can be executed in several counterparts and if so executed, the counterparts collectively constitute one agreement.


14.10 Governing law

This agreement is governed by and must be construed in accordance with the laws of The Kingdom of Thailand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of The Kingdom of Thailand.


14.11 Capitalised Terms

Except where otherwise defined in this Agreement, capitalized terms which are not defined have the meaning given to them in the Schedule 1.


SCHEDULE 1: Defined Terms


Clause Term Definition
Clause 2.3 TourHunter Manual Fee The fee payable to TourHunter in respect of Manual Preferred Payments being:
(a) Subject to paragraph (b): the fees published on TourHunter’s website at the URL: www.tourhunter.com/suppliercharges and described as ‘TourHunter manual fees’ as updated from time to time.
(b) Where there is a schedule of fees attached as a schedule to this agreement: the fees described therein.
Clause 2.4 TourHunter Fee Automatic The fees published on TourHunter’s website at the URL: www.tourhunter.com/suppliercharges and described as ‘TourHunter automatic fees’, as updated from time to time.
Clause 4.2 Refund Period 28 days
Clause 7.2 TourHunter Terms and Conditions TourHunter’s standard terms and conditions that apply to the services it distributes as updated from time to time by notice to the Supplier in writing
Clause 7.2/7.3 Terms of Use and Privacy Policy TourHunter’s standard terms of use and privacy policy as updated from time to time by notice to the Supplier in writing
Clause 11.1 Term Duration of the agreement, i.e. One (1) year

Clause Term Definition
Clause 2.3 TourHunter Manual Fee The fee payable to TourHunter in respect of Manual Preferred Payments being $2.00 per booking unless the Supplier has a subscription in which case the fees published on TourHunter’s website from time to time apply
Clause 2.4 TourHunter Fee Automatic 5% of the gross value of the sale price of any Services
Clause 2.5 Payment Time 30 days
Clause 4.2 Refund Period 28 days
Clause 7.2 TourHunter Terms and Conditions TourHunter’s standard terms and conditions that apply to the services it distributes as updated from time to time by notice to the Supplier in writing
Clause 7.2/7.3 Terms of Use and Privacy Policy TourHunter’s standard terms of use and privacy policy as updated from time to time by notice to the Supplier in writing

RESELLER AGREEMENT


PECITALS:

R1. We, Best Travel Club Co., Ltd. ( License no. 0835556001696) (TourHunter), gather tours, tickets, activities, entertainment transportation and/or other goods and/or services as our Products from Suppliers and distribute them to resellers like you, [Insert Company Name, Trading As Name], [Company ID. ACN: ### ### ###] (the Reseller).

R2. The Reseller has contacted us to grant him access to the Products inventory for sale.

R3. In respect of the above and the terms, binding agreements and conditions set herein, and all other good valuable considerations, which we acknowledge receipt thereof, the concerned parties reach an agreement as follows.


1. MARKETING

The Reseller subject to the terms and conditions of this agreement is authorized by TourHunter to promote and market the products to her clients.


2. RESELLER REQUIREMENTS

The Reseller warrants:

  • Having all the required documentations, licenses, permits and authorizations relevant to the sale of the Products;
  • Professional marketing and selling of Products with utmost care and diligence.
  • Provision of a memorable and satiable customer service experience to all its customers.

3. TERM


3.1 Term

The term of this agreement begins on the date that it is enacted and lasts for the Term. This agreement is automatically renewed annually at the end of each prior period, subject to clauses 3.2 and 3.3.


3.2 Termination by either party

This agreement shall be terminated and will not be renewed at the end of the term when either party terminates the contract at any desired time after submitting a written notice to the other party with a 30 days advance period.


3.3 Immediate termination by TourHunter

For the reasons listed below, TourHunter will terminate this agreement or suspend the seller’s right to distribute Products with immediate effect and without prior notice.

  • When there’s breach of contract by the reseller
  • When TourHunter is of the reasonable opinion that the reseller is unable or unfit to market or provide the Products.
  • When TourHunter perceives and ascertains that the reseller is or likely to become insolvent and must give a written notice of suspension or termination within 7 days before termination.

3.4 Effect of termination

TourHunter and the Reseller’s rights and obligations contained in this contract will cease instantly upon termination except where it has been specifically stipulated. For accrued obligations, Clauses 14 and 19.1, the agreement will not be terminated.

4. FEES

All the fees below are payable to TourHunter within the first 14 days of enacting the agreement and are renewable in the same period annually by the reseller.


4.1 Annual fee

For the reseller to continually access our products and services, annual Fees must be paid to TourHunter in advance.


4.2 Setup and support fee

The Reseller is obliged to pay a one off Setup and Support Fee within the duration stated above.


4.3 API access fee

The Reseller will pay TourHunter the API Access Fee monthly as agreed.


5. WEBSITE


5.1 Setup

Through the reseller website (if any), linked to the well branded TourHunter website, clients will buy products from suppliers.


5.2 URL

The reseller will track bookings and products purchased from its reseller website through a URL (uniform resource locator) given by TourHunter.


5.3 HTML

In the event that this agreement is terminated, TourHunter shall remove all HTML links of the reseller’s website from its website and the reseller shall act likewise.


5.4 Domain name

The name ‘TourHunter’ with all the rights that pertain to it is explicitly our property and no reseller will have the right to include it in their domain name or URL except in the reseller’s URL that is linked to the TourHunter website. This name and its rights are not for purchase for any reason.


5.5 Material

TourHunter reserves the right to monitor the reseller’s website and its content to ensure that the reseller is adhering to the requirements of the contract. Where there's of breach of contract on the reseller’s part by posting inappropriate content, TourHunter will notify the reseller to make desired changes and/or instantly terminate the contract.


6. RIGHTS AND LICENSE


6.1 License

The reseller receives a non-transferable, non-exclusive, revocable global right and license from TourHunter to:

  • Use the TourHunter application programming interface (API) to access and sell products via the reseller website.
  • Utilize all resources including logos, trademarks, trade names and licensed materials given by TourHunter to the reseller’s website during the operational term of this agreement. The reseller has no right whatsoever to change or alter the specifications of the licensed materials and TourHunter has the right to revoke this license after giving a 30 days written notice to the reseller. Upon termination of this agreement, the license too will be terminated with immediate effect.

6.2 Intellectual property

Intellectual property, including information, designs, copyright, data or formula, documents, clients, inventions and innovations, clients, correspondence, codes, registered and common law trademarks and all related property rights under the law of jurisdiction is accessible by resellers during their term of the agreement with TourHunter. Rights relating to discovery, trade secret, concept, process and the knowledge of how to go about a transaction belonging to TourHunter are not for sale, modification or disclosure to any unauthorized entity by the reseller during the process of fulfilling its obligations under this agreement unless permitted to do otherwise.


7. MARKETING AND ADVERTISING

The Reseller gives TourHunter a non-exclusive, non-transferable, global right and licenses to use the Reseller’s identifying material, including title, name, logo, trademark for promotion, marketing, advertising and public relations activities. However, TourHunter is not obliged to advertise, market, promote, or publicize the Reseller. This license expires upon termination of this agreement.


8. AFFILIATION


8.1 Acknowledgement

The Reseller acknowledges that TourHunter is only a distributor of the Products for her Suppliers not a provider of the same.


8.2 Representations

Matters relating to the provision and quality of products and the representation thereof are absolutely not the responsibility of TourHunter and thus offers no warranty of the same. Therefore; the reseller has no right to make any representations of the products, for or on behalf of the supplier or TourHunter.


9. SALE TERMS


9.1 Pricing

Selling prices are always stipulated in the Reseller Website and the TourHunter API. All resellers shall sell at the prices stipulated therein.


9.2 Terms

All supplier terms and conditions pertaining to a particular sale of products are to be accepted by the customer in transacting with a reseller on the reseller website and the TourHunter API. It's the responsibility of the reseller to bring to the customer’s awareness of the terms and conditions concerning the sale of each product and ensure both parties are in agreement before finalizing a sale.


10. COMMISSION


10.1 Manual payments

TourHunter gives no warranty or representation where manual payments have to be made when a reseller sells a supplier’s product where they have a binding agreement for the supplier to regulate the sale of a product and the payment process thereof. The agreement regulates the payment of commissions to the reseller. (Manual payments)


10.2 Commission

Unlike in Manual Payments, when a reseller sells a product, TourHunter will pay the commission according to the TourHunter API at the time of sale, within the Payment period after the date that the Product is booked to be provided as per clause 13 (Commission).


10.3 Inclusive pricing

All taxes (including GST), duties, commissions, costs, fees or any expenses payable to or by the Reseller are inclusive in the Commission paid to the reseller and represent the full amount payable to the Reseller for the Products sold. Such fees are the sole responsibility of the reseller.


11. PAYMENT OF FEES


11.1 Account

TourHunter will facilitate its payments to the Reseller through a payee account containing all of the reseller recipient’s account (Payment account) details set up on the Reseller Website. TourHunter selects a credible cross-border payment platform (Banking Partner) of her choice.


11.2 Payments through Banking Partner

As per this agreement in clause 10.2, Payments will be made specifically to the Payment Account in the currency in which payments are received by TourHunter from each customer. Resellers will receive their payment 7 days after they set up their payment account.


11.3 Banking Partner fees

Banking partners may charge the expense and conversion fees among other fees for setup, administration and account maintenance for a payment account. The reseller accepts and acknowledges such fees as his or her sole responsibility.


11.4 Set-off

Under this agreement, TourHunter may set-off from some funds of any amount payable to the Reseller. TourHunter has the right of set-off immediately TourHunter notifies the Reseller of its claim without the need for TourHunter to take any additional action.


12. VOUCHERS

The Reseller accepts and acknowledges that a voucher with a specific expiry date will be issued to a customer when a product is booked to be provided to a customer on a specific date and the customer agrees that the booking is not to be cancelled nor refunded due to change of mind after the expiry date of the voucher.

Vouchers and products are to be sold in places where they comply with the laws governing the sale of such products and will not sell nor distribute the products in places where governing laws prohibit, penalize or strictly regulate the sale of such vouchers and products.


13. CANCELLATION


13.1 Refund policy

As per the agreement with the product supplier, TourHunter can refund a purchased Product at any given time to the supplier.


13.2 Effect of refund

A reseller will not receive any commission from TourHunter in the event that a payment refund is made to a customer for some reason for a product initially purchased.


13.3 Refund after payment

A reseller must promptly refund commission earned on the sale of a product which for some reason is returned and payment refunded to the customer by TourHunter. TourHunter will demand the refund of such commission.


14. CLAIMS, DAMAGES AND EXPENSES


14.1 Indemnity

TourHunter is held harmless against any choice of action, notice, cost, lien, demand, suit, account, damage, loss, liability, litigation and legal costs, proceedings, investigation, and verdict of claims of any nature and is indemnified by the reseller in aspects such as;

  • Reseller breach of the agreement.
  • Utilization of intellectual property and all information by TourHunter and/or suppliers as availed by the reseller.
  • Reseller operations
  • Supplier claims.
  • The omission of products by the reseller.
  • Reseller website development, content development, operation and maintenance.
  • Reseller products and services.

14.2 Release

Unless expressly stated in this agreement to the permitted extent by the governing laws, TourHunter disclaims any expressed or implied warranties, terms and conditions of merchandising, quality control and fitness for specified purposes. TourHunter neither represents nor offers warranties to the reseller unless as per the agreement. Therefore, the reseller releases TourHunter from the liabilities due to negligence or statute, consequential, incidental damages and loss of incentives that emerge out of or as a result of this agreement.


14.3 Limited liability

In the event of loss of revenue, profits or data and consequential or indirect damages as a result of this agreement, TourHunter shall not be liable for such damages, regardless of whether it has come to TourHunter’s awareness that such damages could occur. With the aggregate liability according to this agreement, TourHunter is limited to the amount payable to the reseller.


15. WEBSITE USE

The reseller is and will always be bound by the Terms of use and privacy policy of the TourHunter website at all times.


16. MODIFICATION OF TERMS AND CONDITIONS

Besides clause 18, TourHunter reserves the right to modify the terms and conditions of this agreement as deemed necessary with the consent of the Reseller who is informed prior to the modification via email or through a post on the reseller’s website linked to TourHunter’s website. As soon as the reseller consents, modifications are made with immediate effect. If the reseller does not consent, then the reseller can within 14 days terminate the agreement. And if the reseller after this period continues to sell products on its website that is linked to TourHunter website, it automatically implies unconditional acceptance of the modified terms and conditions set herein the agreement.


17. WARRANTIES AND REPRESENTATIONS


17.1 Products

TourHunter does not represent any product or make warranties whether expressed or implied such as fitness, non-infringement, and merchantability. The reseller warrants that it is not depending on any guarantee, warranty or representation and has solely evaluated the referral of its customers to TourHunter’s website except as stated in this agreement.


17.2 Website

TourHunter does not guarantee that her website and the reseller’s website will be 100% error free and their functionality uninterrupted and is therefore not liable to the effects of such errors and interruptions.


18. NOTICES


18.1 Service

In this agreement, all notices, requests, demands, consent, waivers, and whatever is required by the applicable law must be in written form and will be considered duly submitted in the following scenarios.

  • When personally served and delivered to the intended receiving party, then it becomes effective.
  • When it is directly sent by certified mail, addressed to the receiving party at its address as stated in the Reseller Website, a return receipt acquired and postage prepaid. It is effective upon delivery and receipt of the same.
  • When it is sent via email to an address registered to the recipient or the address stated in the Reseller Website.

18.2 No objection

A party will have no objection to the mode of delivery of written notices by authorized agents of the parties involved and bound by this agreement. In the case of a change of address for this purpose, a party shall accordingly notify the other as per this agreement.


19. GENERAL


19.1 Confidentiality

All information, though not limited to the terms and conditions of this agreement, personal identifying information, commissions from sales, supplier and customer lists, business and financial information will remain confidential to both parties except with the consent of the other party.


19.2 Binding effect of this agreement

This agreement shall bind all parties to it and any executor, administrator, transferee, assignee, liquidator or trustee in bankruptcy appointed in respect of the involved parties.


19.3 Entire agreemen

In accordance with its subject matter, this agreement is the entire agreement and supersedes all previous agreements reached between the parties involved.


19.4 Rights

It's to the best knowledge of the Reseller that TourHunter by right may solicit for customers and/or encourage direct consumer purchases from Suppliers on any terms and circumstances even though they may differ from those stated in this agreement.


19.5 No adverse construction

This agreement is not to be interpreted against a party on the basis that the party put forward the agreement or a relevant part of it.


19.6 No merger

On completion of any transaction under this agreement, the rights and obligations of the parties herein do not merge.


19.7 Severability

Severability will be permitted when a term or part of a term of this agreement is not realistically enforceable, but the remaining terms or parts of a term of this agreement will continue to be enforced.


19.8 Waiver

There will be no waiver of rights subsequently to enforce a provision of this agreement if TourHunter fails to enforce Reseller’s strict performance of any provision of this agreement.


19.9 Assignment

The Reseller can only assign this agreement with the prior written consent of TourHunter whereas TourHunter can assign this agreement at its sole discretion without the consent of the Reseller.


19.10 Counterparts

This agreement can be executed in several counterparts and if so executed, the counterparts collectively constitute one agreement.


19.11 Governing law

This agreement is governed by and must be construed in accordance with the laws of The Kingdom of Thailand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of The Kingdom of Thailand.


19.12 Capitalised Terms

Except where otherwise defined in this Agreement, capitalized terms which are not defined have the meaning given to them in the Schedule 1.


SCHEDULE 1: Defined Terms


Clause Term Defenition
Clause 3.1 Term Duration of three (3) years
Clause 4.1 Annual Fee The amount of $TBC US Dollars
Clause 4.2 SetUp and Support Fee The amount of $TBC US Dollars
Clause 4.3 API Access Fee The amount of $TBC US Dollars
Clause 10 Payment Time 30 days
Clause 15 Terms of Use and Privacy Policy TourHunter’s standard terms of use and privacy policy as updated from time to time by notice to the Reseller in writing
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