powering tour and activity businesses worldwide

Rezgo Vendor Agreement

Agreement with Rezgo (A Division of Sentias Software Corp.)

This constitutes the terms of our Agreement whereby, you ("Vendor") will market travel & tourism products ("Products") supplied by Rezgo through the Internet in return for a Fee (as defined below).

  1. Vendor will market the Products to its customers through Vendor's co-branded Rezgo website and is authorized by Rezgo to promote the Products, subject to the terms and conditions of this Agreement.
  2. Vendor's customers shall receive the same benefits and same level of service as any other Rezgo customer.
  3. The initial term of this Agreement shall be one (1) year (the "Initial Term") from the date this Agreement is accepted by Vendor and Rezgo (the "Anniversary Date"). This Agreement will automatically renew on the Anniversary Date for successive periods of one (1) year unless terminated by either Vendor or Rezgo with thirty (30) calendar days prior written notice (each, a "Renewal Term"), (the Initial Term and each Renewal Term, collectively, the "Term").
  4. Rezgo grants to Vendor a non-exclusive, non-transferable worldwide right and license: (i) to access Rezgo through the Vendor's co-branded Rezgo website and through the Rezgo XML API; and (ii) to use the Rezgo logos, trade names, trade marks and similar identifying material (collectively, the "Licensed Materials") that Rezgo provides to Vendor solely in connection with such co-branded Rezgo website. Vendor may not alter, modify or change the Licensed Materials in any way and is only entitled to use the Licensed Materials during the Term of this Agreement. This license will terminate immediately upon termination of this Agreement. Rezgo may revoke the license at any time by giving Vendor thirty (30) calendar days prior written notice.
  5. Vendor grants to Rezgo a non-exclusive, non-transferable worldwide right and license to utilize Vendor's name, title, trade mark, logo and similar identifying material in advertising, marketing, promoting, and public relations activities undertaken by Rezgo. Rezgo is under no obligation to advertise, market, promote, or publicize Vendor. This license will terminate immediately upon termination of this Agreement.
  6. Rezgo shall make available to Vendor a co-branded Rezgo website which Vendor may link to Vendor's website. By utilizing this co-branded Rezgo website Vendor's customers shall be able to purchase the Products from Rezgo suppliers.
  7. Rezgo shall provide Vendor with a uniform resource locator ("URL") through which Vendor will be able to track the bookings made through the Vendor's co-branded Rezgo website.
  8. Rezgo retains the right to monitor Vendor's website to ensure that the Vendor's co-branded Rezgo website is appropriate. In the event Rezgo, in its sole discretion, determines that the Vendor's co-branded Rezgo website is inappropriate, then Rezgo may either notify Vendor of any changes to be made or alternatively may terminate this Agreement upon thirty (30) calendar days prior written notice to Vendor. In the event Rezgo notifies Vendor of changes to be made to the HTML links and such changes are not made within seven (7) calendar days, Rezgo may immediately terminate this Agreement upon written notice to Vendor.
  9. Vendor may not in any manner misrepresent or embellish the relationship between Vendor and Rezgo, nor may Vendor express or imply any relationship or affiliation between Rezgo and Vendor or any other person or entity except as expressly permitted by this Agreement.
  10. Vendor's domain name shall not contain the word "Rezgo" (except in the case of the Vendor's own co-branded Rezgo website) and Vendor will not purchase any domain name or other right or otherwise contract with a third party to exploit the Rezgo name for the purpose of having Vendor website appear as a search result or for any other reason. Violation of this provision by Vendor will result in the immediate termination of this Agreement by Rezgo.
  11. Upon termination of this Agreement for any reason Vendor agrees to immediately remove all HTML links from Vendor's website to the Vendor's co-branded Rezgo website.
  12. Vendor shall offer the Products at Rezgo supplier's recommended retail prices. All booking requests from Vendor's customers are subject to acceptance by Rezgo in accordance with the Product terms and conditions, as in effect from time to time.
  13. Subject to paragraph 14, Rezgo shall pay Vendor the commission, agreed by the Vendor and Supplier through RezgoConnect (the "Fee"), based on the gross selling price of the Supplier's Product through the Vendor's co-branded Rezgo website ( net of all cancellations and partial or full refunds) . If Rezgo is the Merchant of Record for the transaction (Rezgo processes payment on behalf of the supplier), then Rezgo shall deduct 4.7% from Vendor's commission to cover credit card fees and administration costs.
  14. If Vendor is the Merchant of Record for the transaction (Vendor processes payment on behalf of the supplier), Vendor shall be responsible for remitting net payments to supplier based on Vendor's agreement with supplier. Violation of this provision by Vendor will result in the immediate termination of this Agreement by Rezgo.
  15. Rezgo, in its sole discretion, may enter into an incentive agreement with Vendor with respect to any additional fees to be paid pursuant to this Agreement.
  16. Fees shall be paid for each calendar month on the 15th of the month subsequent to the calendar month in which each booking is checked-in by the supplier. In the event Fees due are less than one hundred United States dollars (US$100.00) then payment will be withheld until such time as the total Fees due are equal to or greater than one hundred United States dollars (US$100.00) in a calendar month. If this Agreement is terminated Rezgo shall pay Vendor any Fees due in accordance with the payment schedule set forth in this paragraph. In the event Fees due following termination are less than one hundred United States dollars (US$100.00) then payment will be made for such lesser amount. All payments are made by cheque unless otherwise agreed by both Vendor and Rezgo.
  17. If Vendor customer cancels, disputes or rejects a Product purchased and/or availed, and Rezgo has already paid Vendor a Fee based on the Product being availed, Rezgo will deduct the amount of the disputed Fee from the next payment to Vendor. In the event there are no subsequent Fees due to Vendor, Rezgo will send Vendor an invoice for the amount of the disputed Fee, and Vendor agrees to pay the invoiced amount no later than fifteen (15) calendar days from the date of invoice.
  18. Rezgo provides no guarantee, warranty or representation as to the amount of Fees that may be generated by Vendor pursuant to this Agreement.
  19. Vendor will indemnify and hold Rezgo harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of Vendor's website, excluding the Vendor's co-branded Rezgo website and payments to Rezgo from Vendor's customers.
  20. Rezgo will indemnify and hold Vendor harmless from all claims, damages, and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents of Rezgo's website.
  21. Subject to paragraph 14, Rezgo, in its sole discretion, may modify any of the terms and conditions contained in this Agreement, at any time, provided the notice provisions in this paragraph are not modified, by notifying each Vendor at its nominated email address and posting a change notice on Rezgo's website or posting a new agreement on Rezgo's website. Should any modification be unacceptable to Vendor, Vendor's only recourse is to terminate this Agreement. Vendor's continued referral of its customers fourteen (14) calendar days after Rezgo notifies Vendor by email, posts a change notice or posts a new agreement will constitute binding acceptance of the new agreement and its terms by Vendor.
  22. Rezgo will not be liable for indirect, special or consequential damages for any loss of revenue, profits, or data arising in connection with this Agreement, even if Rezgo has been advised of the possibility of such damages. Further, aggregate liability arising with respect to this Agreement will not exceed the total Fees paid or payable to Vendor pursuant to this Agreement.
  23. Rezgo makes no express or implied warranties or representations with respect to the Products offered (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of the course of performance, dealing, or trade usage). In addition, Rezgo makes no representation that the operation of its website will be uninterrupted or error-free and Rezgo will not be liable for the consequences of any interruptions or errors.
  24. Vendor understands that Rezgo reserves the right to solicit customers on terms that may differ from those contained in this Agreement or operate websites that encourage direct consumer business. Rezgo will not sell Vendor customer lists to any third party.
  25. Vendor has independently evaluated the desirability of referring customers to Rezgo's website and is not relying on any guarantee, warranty or representation other than as set forth in this Agreement.
  26. Vendor may not assign this Agreement without the prior written consent of Rezgo. Rezgo may assign this Agreement at its election.
  27. Rezgo's failure to enforce Vendor's strict performance of any provision of this Agreement will not constitute a waiver of any right to subsequently enforce such provision or any other provision of this Agreement.
  28. This agreement is made and entered into in North Vancouver, British Columbia and British Columbia law applies. Rezgo and Vendor are independent contractors and nothing in this Agreement shall be construed as a partnership or joint venture. This is merely an agreement to refer customers to the Products in consideration for a Fee. Any legal proceedings shall be conducted in North Vancouver, British Columbia. This is the entire agreement between the parties.
  29. Vendor acknowledges that Vendor has read this Agreement and agrees to its terms and conditions.