Terms

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

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