Zicasso User Agreement - Travel Company

Travel Company Agreement

Date of Last Revision: January 6, 2010

CAREFULLY READ THE FOLLOWING TRAVEL COMPANY AGREEMENT.

FOR NEW TRAVEL COMPANY MEMBERS: YOU ACCEPT AND AGREE TO BE BOUND BY THIS TRAVEL COMPANY AGREEMENT BY CLICKING THE BUTTON LABELED “SIGN UP”. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, LEAVE THE REGISTRATION PAGE WITHOUT HITTING “SIGN UP” BUTTON AND YOUR REGISTRATION WILL BE CANCELED.

1. Background

This Travel Company Agreement is an additional part of and is incorporated into the Terms of Use Agreement including the terms and conditions, rules, policies and guidelines available by hyperlink at the domain and sub-domains of www.Zicasso.com (“Agreement”). By clicking the ”Sign up” button you are agreeing to be bound to the Agreement in addition to the Travel Company Agreement. This Travel Company Agreement does not change or supersede any term of the Agreement. All capitalized terms not otherwise defined herein will have the meanings provided in the Agreement, including but not limited to all rules, policies and guidelines on the Site.

2. Eligibility

Services are available only to legal entities and sole proprietorships that can form legally binding contracts. Zicasso reserves the right in its sole discretion to refuse, suspend, or terminate service to anyone. By clicking the "Sign up" button and registering with the Zicasso Site, you are designating yourself as a "Travel Company” as defined in the Terms of Use.

3. Your Account

You represent and warrant that you have provided true, accurate and complete information as prompted by the registration form, and you shall update such information to maintain its truth, accuracy and completeness.

4. Scope of Services

4.1 Subject to the terms and conditions of this Travel Company Agreement, including but not limited to the Terms of Use and Zicasso Policies, the Site will provide the following services:
- 4.1.1 The Site will facilitate (a) Traveler’s ability to define and source Travel Company Services by posting a Trip Request in order to engage Travel Companies directly; (b) Traveler’s ability to learn about, inquire, commit to procure, or procure Travel Company Services; (c) Travel Companies’ ability to advertise their capabilities, bid on Trip Requests, and provide Travel Company Services directly to Travelers; (d) delivery of (i) payment information for Traveler, and (ii) receipt information for Travel Company; and (e) other services that Zicasso may offer through the Site from time to time, currently including, but not limited to services further described in the Zicasso Policies. In providing the Zicasso Services, Zicasso will NOT source or deliver any services provided by Travel Companies, including, but not limited to, Travel Company Services. Zicasso will only provide the venue for Travelers and Travel Companies to find and contract with each other for Travel Company Services according to the Zicasso Policies.;
- 4.2 Subject to the terms and conditions of this Travel Company Agreement including but not limited to the Terms of Use and Zicasso Policies, you shall provide the following services:
- 4.2.1 you shall provide Travel Company Services and any and all other services that Zicasso allows you to deliver through the Site.
4.3 You understand and agree that Zicasso offers no commitment or guarantee that any Travel Company Services will be purchased from you.

5. Fees

5.1 You shall pay all fees applicable to your use of the Zicasso Services, and you agree not to circumvent Zicasso’s fee structure.

Unless otherwise agreed, for all Travel Company Services sold to Travelers introduced to you via Zicasso, including but not limited to accommodations (including taxes and fees), bundled airfare, transportation (such as trains, car rentals, all forms of transfers), tours, cruises, activities, excursions, additional pre-paid amenities, pre-paid meals, tickets, all taxes and fees, Travel Company's mark-up, as well as insurance, Zicasso charges Travel Companies a commission fee of 6% of the total price of the Travel Company Services.

Stated in another way, Zicasso's 6% commission applies to the total custom land package price paid by Traveler, for all services, including taxes and fees, other than airfare that is not bundled as part of package.

For airfare sold separately (that is, not part of an airfare-bundled package), the commission due Zicasso is 40% of the gross profit that Travel Company generates on the airfare transaction, where the gross profit includes commission received by Travel Company from its supplier and the booking fees charged to the Traveler.

This commission is due the month after Travel Company has collected non-refundable deposit (typically 10 - 30%) from Travelers (see Section 5.1.1 and 5.1.2 below for more details).

Any Addendum agreed and executed by Zicasso and the Travel Company will supersede this commission fee.

Please note: the only component that can be taken out of the commission calculation is non-commissionable flights. All other components in the sold trip are subject to the 6% commission.

Example 1: Travel Services sold with bundled airfares

A Trip Plan or other Travel Company Services were sold for $5,000 USD including bundled airfares. The commission due Zicasso is as follow:

$5,000 (total trip price) x 6% = $300

Example 2: Non-commissionable airfares sold separately (unbundled) from other Travel Services

A Trip Plan or other Travel Company Services were sold for $5,000 USD, of which $2,000 was for the airfares. The travel company does not receive commission for the flight portion from its supplier nor was there any flight booking fee charged to the traveler. The commission due Zicasso is as follow:

[$5,000 (total trip price) - $2,000 (the flight portion that the travel company does not receive commission for)] x 6% = $3,000 x 6% = $180

Example 3: Commissionable airfares sold separately (unbundled) from other Travel Services

A Trip Plan or other Travel Company Services were sold for $5,000 USD, of which $2000 USD was for the airfares sold separately (not part of an airfare-bundled package), and the travel company receives 4% commission for the airfares from its supplier, and the travel company charged a $50 USD booking fee. The commission due Zicasso is as follow:

Commission to Zicasso from non-flight Travel Services:

[$5,000 (total trip price) - $2,000 (airfare portion of the trip)] x 6% = $3,000 x 6% = $180

Commission to Zicasso from commissionable airfares and flight booking fees:

$2,000 (airfares) x 4% (commission from Travel Company’s supplier) x 40% (40% of the commission from the flight booking)
+ $50 (booking fee) X 40%
= ($2,000 x 4% x 40%) + ($50 X 40%) = $52

Total commission to Zicasso for this booking
$180 + $52 = $232

Under all circumstances, a minimum commission of $50 USD will apply to any Travel Company Services sold.

5.1.1 Client Trip Deposits, Cancellations, and Effect on Commission Fee

Upon the sale of a Trip Plan, Travel Company should collect from the Traveler a trip deposit with a non-refundable portion that more than covers Zicasso’s 6% commission as well as your expenses. In general, Travel Company members on Zicasso collect trip deposits in the 10 – 50% range with a non-refundable portion in the 10 – 25% range for land portion. Thus, regardless of cancellations, Zicasso’s 6% commission as well as your cost of selling the trip are covered, and the 6% commission fee is due to Zicasso.

In the case of exceptions to the non-refundable portion of deposit due to unusual circumstances warranting cancellation, Travel Company can contact Zicasso and we will make adjustments to the commission as appropriate. The spirit of the commission policy is guided by a) doing the "right thing" for clients, and b) if Travel Company has to refund a Traveler and thus face reduced gross profit, then Zicasso will refund our commission in proportion to the reduction in Travel Company's gross profit. The gross profit is defined as the booking price minus payments to suppliers. (Note: The Travel Company's cost of time and materials associated with selling and handling the trip is not considered part of the gross profit calculation.)

Example: Due to cancellation, Travel Company decides to provide a complete refund to Traveler. Zicasso provides a complete refund of commission to Travel Company.

Example: Traveler paid for the trip in full. It's 2 weeks before the trip departure and due to unusual circumstances, Traveler has to cancel the trip. According to contract, there is no refund due to Traveler. However, Travel Company decides that the "right thing to do" is provide a 70% refund to Traveler. As a result, Travel Company's gross profit reduced by 50% for this trip (e.g. if the trip had occurred, Travel Company's gross profit would have been $2,000 but because of the refund, the gross profit for this trip is now $1,000). Since Travel Company's gross profit is reduced by 50%, Zicasso will also refund 50% of our commission to Travel Company, who will coordinate the refund to the Traveler.

Zicasso's commission refund should be provided to the Traveler by Travel Company as part of the overall refund, without a breakdown of which portion of the refund is from Zicasso.

Should the Traveler rebook the trip in a later day, Travel Company will report the new sale to Zicasso over an email and the commission of the new trip will be paid separately.

5.1.2 Sales Recording and Invoices for Commission: Online Process and Timeline

Travel Company is responsible for timely recording of status of each sold Trip Plan as follows:

* “Chosen” – Status for Trip Plans when either 1) traveler has indicated, via message, email, Trip Plan status, or verbally, that they wish to purchase a Trip Plan but has not made any payment yet, or 2) traveler has paid a planning fee (“good faith deposit”) but not the standard trip deposit required to confirm trip booking.

* “Confirmed” – Status for Trip Plans when Travel Company has received payment for the trip deposit.

Travel Company agrees to record all Trip Plans as “Confirmed” within two (2) business days of receipt of trip deposit, using an online sales recording system within Zicasso site. Failure to do so is a violation of this Agreement and can result in termination of membership as described in Section 8. Zicasso reserves the right to make occasional verification audits on the date of trip deposit receipt and final trip price with Travel Company or with Travelers.

On the 15th day of each month, Zicasso will send Travel Company an electronic invoice showing Travel Company the commission amount due for that month based on trips that were sold (“Confirmed”) during the preceding month.

Between the 15th and 22nd day of each month, Travel Company can make corrections to the invoice sent on the 15th day, such as price or commission calculation changes.

On the 22nd day of each month, Zicasso will send the final electronic invoice for that month and payment to Zicasso is due on the last business day of that same month.

Example: Five trips were sold (“Confirmed”), with client deposits collected between Jan 1 – 31, 2010. Commission to Zicasso for these trips is due Feb 28, 2010.

Changes to Trip Price After Deposit: Subsequent to receipt of trip deposit, the Trip Plan price may change due to changes to the itinerary, such as additions, subtractions, upgrades, or downgrades of Travel Company Services. If such Trip Plan price change exceeds USD$500 (i.e. Zicasso commission change would exceed USD$30), either increase or decrease, Travel Company should inform Zicasso by email and the subsequent monthly invoice will be adjusted to add or subtract the difference in commission. (Trip Plan price changes smaller than $500 are considered small enough that there is no need to make adjustments, especially since some changes are increases while some are decreases, thus the average should be negligible.)

The online system for sales recording, invoices and payment status are shown within the Zicasso site, privately viewable by each Travel Company for its trips.

Similarly, for sales of Travel Company Services other than Trip Plans, such as Sample Trips listed by Travel Company on Site or introduction for Traveler and Travel Company made by Zicasso through emails, it is the responsibility of the Travel Company to notify Zicasso via email within two business days of receipt of client trip deposits for such Travel Company Services. Zicasso will send the Travel Company an electronic invoice on the 15th day of the month showing the commission due for such Travel Company Services based on trips that were sold (trip deposits received) during the preceding month.

For cancellations, refer to Section 5.1.1.

Exceptions: For specific cases that require exceptions to the above terms, Travel Company can contact Zicasso and upon evaluation, Zicasso will work towards a solution that is mutually beneficial for Travel Company and Zicasso.

5.1.3 Repeat Clients

If a Zicasso client who purchased your services were to purchase additional services from you and/or purchase subsequent trips from you, within two years after the first departure date, then the standard Zicasso commission terms apply, whether the subsequent trips were referred by Zicasso or not. If the subsequent purchases of your services occurred over two year after the first trip departure date, then no commission to Zicasso applies if the subsequent trips were not referred by Zicasso.

5.1.4 Paying Commission to Zicasso

Payment to Zicasso can be done in the following ways:

A. Pay commission via credit card:

Travel Companies only need to fill out the "Credit Card Authorization Form" once (See Section 9 of this agreement). From then on, Zicasso will automatically charge the commission due each month, as shown on the monthly invoice, on the last business day of the month.

B. Pay commission by check

US-based Travel Companies that wish to pay by check should send an email to payment@zicasso.com for additional information.

C. Pay commission via wire transfer

If you wish to pay your commission via wire transfer, please send an email to payment@zicasso.com, for additional information.

D. Pay commission via Paypal:

For Paypal users, you can pay your commission to Zicasso by the last business day of the month. The email address of the Paypal account for Zicasso is paypal@zicasso.com

Travel Companies are responsible for all transaction fees associated with the payment methods of their choice. Failure to pay the commission due will result in suspension of your membership. Amounts not paid Zicasso when due are subject to interest and penalties as defined in Travel Company Agreement.

The commission fee is charged in US dollars, and must be paid in US dollars, using the current exchange rate on the date when the invoice is issued.

Zicasso reserves the right to change the method of calculating the commission at any time. However, Zicasso will only apply such changes to the commission only to Trip Plans or other Travel Company Services purchased after notification of the change.
5.2 Each Member is solely responsible for paying all income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including, without limitation, those applicable to the purchase and sale of Travel Company Services from and by Travel Companies.
5.3 Circumvention of Commission

You agree not to engage in any action or activity that circumvents the commission described above. Prohibited practices include (but are not limited to) the following:
- Placing low value or placeholder bids, with unreasonably high final service charges
- Failing to report changed Trip Plan amounts for sold Trip Plans
- Suggesting or soliciting Travelers to hire you outside the Zicasso system
- Submitting Trip Plans for a Trip Request posted on the Site outside of the Zicasso system
- Reporting on the Site a Trip Plan amount different than that agreed between Traveler and Travel Company
5.4 Agreement to Pay

You agree to pay interest at a rate of one-and-a-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, from the due date until paid, as well as attorneys’ fees and other costs of collection incurred by Zicasso in collecting from the Travel Company any undisputed outstanding amount due Zicasso. Zicasso may also make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

6. WARRANTY AND DISCLAIMERS

6.1 Travel Company Warranties. You represent and warrant that:
- 6.1.1 You have the full power to enter into and perform this Agreement and to provide the Travel Company Services, and your performance of this Agreement shall not violate or conflict with any agreement to which you are a party;
- 6.1.2 You shall perform all Travel Company Services in a professional and workmanlike manner; with all necessary care, skill and diligence; and in accordance with the Trip Plan and requirements that you agree upon with applicable Traveler(s);
- 6.1.3 Travel Company Services provided by you through the Site shall only be sold to Travelers originated from the Site through the Site. For the avoidance of doubt, you are expressly prohibited and you hereby expressly represent, covenant and warrant that you shall not sell Travel Company Services to Travelers originated from the Site unless such Travel Company Services are sold through the Site and Zicasso receives its commission in accordance with the Fee section above.
- 6.1.4 You will comply with all Zicasso Policies and time is of the essence with respect to such compliance.