Distribution Service Agreement
This “Distribution Service Agreement” (the “Agreement”) is effective for all purposes as soon as Rezgo successfully connects with a Vendor using RezgoConnect, (the “Effective Date”) and is entered into by and between Rezgo.com (A Division of Sentias Software Corp), a British Columbia Corporation, and its partner vendors (hereinafter referred to collectively as “Rezgo”) and You (hereinafter referred to as “Supplier”).
WHEREAS, Supplier provides tours, tickets, activities, entertainment transportation, and/or other services (hereinafter referred to as “Services”); and
WHEREAS, Rezgo aggregates such services and sells them to its customers; and,
WHEREAS, Supplier is willing to sell through Rezgo and Rezgo is willing to sell on behalf of Seller;
NOW, THEREFORE, in consideration of the above and the terms, covenants and conditions set forth herein, and other good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:
1. RECITALS INCORPORATED: The recitals set forth herein above are hereby incorporated and merged into this Agreement as if repeated herein in full.
2. SERVICES AND COMMISSIONS: Supplier agrees to provide Services to Rezgo at the rates indicated in the Supplier's Rezgo Supplier account (“Rates”). The Rates are tax-inclusive, and any commission negotiated with partner Vendors represents the gross rate on which Vendor commissions will be charged. Rezgo will not set its own rates for the services that it provides to customers. The Supplier shall be responsible for and agrees to indemnify Rezgo for any sales, use, or other taxes due by reason of the sale of the Services. Supplier may increase the Rates at anytime by adjusting their prices in their Rezgo Supplier account. However, Supplier agrees to agrees to honor all reservations made by Rezgo at the Rates in effect when the reservation was confirmed. Supplier agrees to notify Rezgo of any changes to Services in a timely manner. Supplier agrees to provide rates to Rezgo that are as low or lower than the lowest that the Supplier provides to any third party.
3. INSURANCE: Although not required, suppliers are recommended to provide Rezgo with a Certificate of Insurance showing Rezgo.com, Sentias Software Corp., and their Vendor Partners as Additional Insured (“Certificate”). Supplier should maintain liability insurance throughout the term of this agreement showing Rezgo and its affiliates
as Additional Insured, and Supplier should provide a new Certificate of Insurance to Rezgo on an annual basis. A copy of the liability insurance can be uploaded and stored in the Supplier's Rezgo Connect Profile.
4. MERCHANT OF RECORD: When the Supplier connects with a Vendor Partner using Rezgo Connect, the Supplier will be notified whether the Vendor Partner or Rezgo is the Merchant of Record for purchases made through Rezgo. If Rezgo is the Merchant of Record, the payments for Supplier's services will be made by Rezgo. If Vendor Partner is the Merchant of Record, then payments for Supplier's services will be made by the Vendor Partner.
5. DISTRIBUTION FEES: Rezgo will calculate a distribution fee based on the net sales revenue from each booking (less taxes and refunds). Distribution fees will be charged to the supplier on a monthly basis.
6. VENDOR PARTNER COMMISSIONS: Supplier will negotiate commissions payable to Vendor Partners through Rezgo Connect. If Rezgo is the Merchant of Record, Rezgo will withhold and remit Vendor Partner Commissions to Vendor Partners on behalf of Supplier. Vendor Partner Commissions will be deducted from all moneys collected on behalf of the Supplier.
7. TICKETS FROM REZGO’S CUSTOMERS: Rezgo’s customers will present a Voucher to the Supplier to verify the transaction with Rezgo. Supplier will accept the voucher as proof of payment to Rezgo and provide the Services ordered. Supplier must use the Rezgo Check-in module to validate Vouchers and prevent against voucher fraud.
8. PAYMENTS: Supplier is not required to send an invoice to Rezgo. Supplier will use the online check-in system to validate vouchers received during the calendar month. Payment will be due 15 days after the end of the calendar month for which the vouchers were checked-in. If a customer files a chargeback and cancels payment for purchased Services, and Rezgo has already paid the Supplier for those Services, Rezgo will deduct the amount of the chargeback the Supplier's next payment. Supplier must notify Rezgo promptly of any Rezgo Vendor bookings that are cancelled by the Supplier. Failure to notify Rezgo of cancellations resulting in a chargeback will result in the chargeback fee being charged to the Supplier's account.
9. SUPPLIER’S TERMS AND POLICIES: Supplier will provide Rezgo with all terms and policies that Supplier wants Rezgo to communicate to its customers by loading them in the Supplier's Rezgo Account. These terms should include the cancellation policy for each of the Services provided by Supplier. These terms are listed on the Supplier Terms Schedule (“Terms”).
10. RESERVATIONS AND CONFIRMATIONS: Supplier will accept reservations and purchases of Services from the Rezgo by email or through the Rezgo Supplier administration system. Since the Supplier Administration system uses real-time inventory management, confirmations will be provided instantly by the system. Rezgo will issue vouchers automatically and will require customers to download and print vouchers for presentation to the Supplier.
11. REZGO’S VENDOR PARTNERS. Rezgo will promote the Services in its own promotional material and on its own web sites. Rezgo will also promote Services from Supplier to various affiliates, including travel agents, tour operators, and Internet sites. Supplier’s Certificate of Insurance should include the words “and Vendor Partners” so Rezgo can utilize its Vendor Partners to generate additional sales of the Supplier’s Services. All purchases will be submitted by Rezgo, and Supplier will receive all communication and payment from Rezgo. Rezgo Vendor Partners are another means for Rezgo to generate sales on behalf of the Supplier.
12. REZGO’S RESPONSIBILITIES. Rezgo will provide reservations and requests for Services to Supplier by email or through the Rezgo Supplier Account. Rezgo will provide a dedicated support mechanism for use by Supplier that will enable Supplier’s employees to reach Rezgo’s employees during business hours. Rezgo will pay all fees promptly. Rezgo will promote Supplier’s Services to the best of its ability with the information provided by Supplier.
13. SUPPLIER’S RESPONSIBILITIES: In addition to providing Rates and the Certificate of Insurance, Supplier will provide all information that Rezgo will need to promote the Services, place reservations, and confirm reservations. Supplier will strive to provide the best possible customer service and experience for its customers.
14. TERM OF AGREEMENT: The term of this Agreement shall be for a period of one (1) year from the Effective Date. This Agreement shall be automatically extended annually for additional twelve (12) month periods unless written notice of termination is received by either party at any time during the Term of this Agreement.
15. TERMINATION: Either party may terminate this Agreement with thirty (30) days advance written notice. The date 30 days following the termination is the “Termination Date.” Supplier agrees to honor all reservations made by Rezgo prior to the termination date.
16. CONFIDENTIALITY: Except with the consent of the other party, each party agrees that all information concerning the other party, including, without limitation, the terms of this Agreement, Rates, business and financial information, customer and vendor lists and pricing and sales information, will remain confidential. Supplier agrees not to discuss Rates or cancellation policy with Rezgo’s customers.
17. GENERAL: Facsimile signatures will be considered as originals, and this Agreement may be executed in counterparts. Time is of the essence on all matters in this Agreement. Supplier agrees that Rezgo may use Supplier’s photography and information for any purpose consistent with this Agreement to promote Supplier’s Services, and Supplier will indemnify Rezgo for any liability whatsoever (including attorney’s fees) arising by reason of Rezgo’s use of the photography and information. Supplier agrees to promptly notify Rezgo of any changes to photography or descriptions. Rezgo agrees that Supplier may send facsimile transmissions to Rezgo that may contain advertisements, and Supplier agrees that Rezgo may send facsimile transmissions to Supplier.
18. NOTICES: Any notice, request, demand, consent, waiver, or other item required or permitted under this Agreement or applicable law must be in writing and will be deemed duly given or made only (a.) if personally served upon the party intended to receive it, in which case it is effective when delivered; or (b.) if it is sent by certified mail, return receipt requested, postage prepaid, addressed to the party at its address set forth in the Supplier's Rezgo Account in which case it is effective upon receipt by any person residing at such address; or (c.) if it is sent via email. No objection may be made to the manner of delivery of any notice actually received in writing by an authorized agent of a party. A party may change its address for purposes of this Agreement only by giving notice to the other in the manner set forth herein.
A Division of Sentias Software Corp.
718-333 Brooksbank Avenue
North Vancouver, BC
Canada V7J 3V8
19. GOVERNING LAW: This Agreement shall be governed by and construed pursuant to the laws of the Province of British Columbia. Venue for any action shall be in Vancouver, British Columbia, and the prevailing party shall be entitled to receive from the non-prevailing party all costs, expenses, damages, and fees (including reasonable attorney’s fees).
20. PARTIES BOUND: This Agreement shall be binding upon and inure to the benefit of the parties hereto, their administrators, representatives, successors, executors, heirs and assigns.
21. ENTIRE AGREEMENT: This Agreement constitute the entire Agreement between the parties relating to the subject matter contained herein. All waivers or amendments to this Agreement must be in writing and signed by both parties.
22. ACCEPTANCE: Supplier acknowledges that Supplier has read this Agreement and agrees to its terms and conditions.