Zicasso User Agreement - Travel Company

Travel Company Agreement

Date of Last Revision: February 15, 2008

CAREFULLY READ THE FOLLOWING TRAVEL COMPANY AGREEMENT. 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, Zicasso charges Travel Companies a commission fee of 4% of the total price of the Travel Company Services sold to Travelers introduced to you via Zicasso, less non-commissionable flights, for each completed transaction, as further described below. This is the only fee Zicasso charges – Zicasso does not charge any sign up fee, membership fee, nor any other fees. Any Addendum agreed and executed by Zicasso and the Travel Company will supersede this commission fee.

    Commission due per each sale of Travel Company Services shall be as follows:

    = (Total price of Travel Company Services sold to Travelers introduced to you via Zicasso – the prices for non commissionable flights) x 4%

    Example:

    A Trip Plan or other Travel Company Services were sold for $8,000 USD; however, if the travel company doesn't receive commission for the flight portion from its supplier, which is $2,000 USD, Zicasso will calculate the commission as follow:

    [$8,000 (total trip price) - $2,000 (the flight portion that the travel company doesn't receive commission for)] x 4% = $6,000 x 4% = $240

    Note: Only non-commissionable flights will be excluded from the commission due to Zicasso. Commissionable flights will not be subtracted from the total Travel Company Services price when calculating commission due to Zicasso.

    Under all circumstances, a minimum commission of $10 USD will apply to any Travel Company Services sold.

    Since the Trip Requests and Trip Plan responses all take place inside the Site, Zicasso tracks Travel Companies' Trip Plan sales activities automatically. Zicasso will send the Travel Company an electronic bill on the last business day of the month showing the Travel Company the amount of commission due each month based on trips which started during that month. To simplify the commission collection process, Zicasso does not collect commission for the purchased Trip Plan until the trip has started. If there is any recorded transaction on the commission invoice that had been modified, cancelled, or filed as an Unpaid Trip Plan (see below for the definition and procedure), Travel Companies should inform Zicasso in writing by sending an email to help@zicasso.com with “Adjustment of Commission due” as the subject of the e-mail and describing the reason for the commission due adjustment. Once Zicasso determines the legitimacy of the reason for the commission due adjustment at Zicasso's sole discretion, Zicasso will adjust commission amount incurred due to those items.
    For sales of Travel Company Services other than Trip Plans, such as Sample Trips listed by Travel Company on Site, Zicasso currently does not have an automated transaction process to track such sales. It is the responsibility of the Travel Company to inform Zicasso when such a Travel Company Service got sold, and when the trip start date is. Zicasso will send the Travel Company an electronic bill on the last business day of the month showing the Travel Company the amount of commission due each month based on trips which started during that month.

    Filing for an Unpaid Trip: An Unpaid Trip is defined as the situation when a Traveler purchases a Trip Plan or other Travel Company Services but fails to make required payments without properly notifying Travel Company. In such a case, Travel Company should inform Zicasso in writing by sending an email to help@zicasso.com with “Unpaid Trip” as the subject of the e-mail and include the following information in the e-mail: Travel Company’s username, Traveler’s username, Purchase tracking number, Travel Company contact phone number and a description of the situation. Travel Company only needs to pay Zicasso commission on amounts collected from Traveler, including deposits collected. Once Zicasso determines the legitimacy of the Unpaid Trip at Zicasso's sole discretion, Zicasso will adjust commission amount incurred due to those items in the appropriate billing cycle.

    The commission fee is charged in US dollars, and must be paid in US dollars, using the current exchange rate at the time of the payment made.

    Travel Companies can pay Zicasso commission due via wire transfer, Paypal, money orders, or checks (US only). 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 .

    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.
      • 6.2 Zicasso Warranties. Zicasso represents and warrants that it shall have the full power to enter into and perform this Agreement and provide the Zicasso Services.
      • 6.3 THE ZICASSO SERVICES PROVIDED HEREUNDER ARE PROVIDED “AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

      7. Notices And Communications

      Unless you otherwise indicate in writing to Customer Service, Zicasso will communicate with you by email or by posting communications on the Site. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when Zicasso sends it to the email address you have provided to Zicasso on the Site, or when Zicasso posts such communication on the Site. You must keep your email address updated on the Site, and you must regularly check the Site for postings.

      All notices to Zicasso intended to have a legal effect concerning this Agreement must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:

      Zicasso, Inc.
      554 Anza Street
      Mountain View, CA 94041
      Attn: Chief Executive Officer

      Such notices to Zicasso are deemed effective upon receipt.

      8. Termination

      • 8.1 This Travel Company Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by Zicasso or you as provided for under the terms of this Section.
      • 8.2 Unless otherwise agreed to in writing between the parties, either party may terminate the Travel Company Agreement at any time upon notice to the other party. In such event, (i) Zicasso shall continue to perform those Zicasso Services necessary to complete any open transaction between you and another Member; and (ii) you shall continue to be obligated to pay Zicasso for any Services for which you have been engaged in order to complete any such transactions.
      • 8.3< Without limiting Zicasso’s other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your registration or a Trip Plan, and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Agreement or the linked policies and information incorporated therein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Members or for Zicasso or are contrary to the interests of the Site or the Zicasso User community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.
      • 8.4 Without limiting Zicasso’s other remedies, to the extent you engage in actions or activities which circumvent the Zicasso Site or otherwise reduce fees owed Zicasso under the Terms of Use, you will pay Zicasso for all fees owed to Zicasso and reimburse Zicasso for all losses and costs (including any and all Zicasso employee time) and reasonable expenses (including attorney fees) related to investigating such breach and collecting such fees.
      • 8.5 When your membership is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and bids. The provisions entitled “Warranty Disclaimer,” “Limitation of Liability,” “Release,” “Indemnity,” “Intellectual Property,” “Notices and Communications,” “Resolution of Disputes between Member and Zicasso,” “General,” “Audit Provisions and Maintaining Records” and “Billing and Payment Services” will survive termination of this Agreement.