Terms of use - For Tour organizer

VENDOR AGREEMENT AND TERMS OF USE

BETWEEN:

Go Africa Tours LTD (the “Company”), a corporation organised and existing under the laws of the United Kingdom, with its head office located at: International House, 24 Holborn Viaduct, London, EC1A 2BN represented by Milicent Martina, Director and Founder, phone 0044-7440059798 , email: hello@goafricatour.com

AND:

The Vendor: An Indipendent Tour Guide or Tour operator, in possession of all valid licences required to operate tours in the countries that the tours cover.

The Term begins as soon as you access the Website and continues as long as you use the Service. Clicking the button and entering your username means that you have officially “signed” the Terms.

The Company and the Vendor are hereby referred to as each a “Party” and collectively the “Parties”.

WHEREAS the Company operates a website by the name of Go Africa, www.goafricatour.com (“Website”) that allows Customers (defined below) to connect with the Vendor and make tour Bookings (defined below) via the Website all over Africa.

WHEREAS The Company wishes to enter into this Agreement with the Vendor to help their Customers avail the Services of the Vendor as laid down in this Agreement.

WHEREAS The Vendor has requisite experience and expertise in the tours and travels industry and wishes to provide their services to the customers of the Company (“Customers”) in accordance with the terms and conditions of this Agreement.

In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:

SUMMARY OF HOW WE WORK
1. 1)
  Vendor sign up and lists their services: The Vendor (Tour guide or tour operator) signs up and and list their service on the website and chooses between “instant Bookings” or “Request to book”
  - Instant Booking means that the customer can book without sending a request and receives automated confirmation.
  - Request to book means that the customer must send a request to book to the vendor via the system. The vendor may accept or decline the request. If the vendor accepts the request, the customer will receive a link to make the booking and pay.
  2)
  
  Customer books and pays 100%
  
  3)
  
  Go Africa books Accommodation: After customer has made the booking, Go Africa communicates with vendor in relation to the accommodation. Go Africa books the accommodation as explained in section 8
  
  4)
  
  Payments: Go Africa collects 100% payment from customer at time of booking. Go Africa deducts cost of accommodation and commission, and releases the vendor’s share.
  
  5)
  
  Vendor Provides the service: The company will terminate this Agreement with immediate effect in the event that the Vendor is unable to or fails to provide Services up to the standards of the Company.
  
  ***Customised offer: The customer may ask the vendor to customise the tour. The vendor may send a customised offer via the system.
COMMUNICATION BETWEEN VENDORS AND CUSTOMERS
1. All communication with the customer must happen on the company’s system.
  
  Go Africa monitors all communication between vendor and customer as this enables Go Africa to solve any issues or complaints. Vendor must obtain permission from Go Africa before communicating with the customer on other channels, and Go Africa may ask vendor to provide a copy of the correspondence. In case of complaints, Go Africa will not be liable for any communication that Go Africa was not made aware of.
  
  Once the customer has made the booking, the vendor and the company will liaise in order to select the most suitable accommodation, in accordance to the start rating and accommodation type specified n the tour. The accommodation will be booked and paid by Go Africa (the company), and the cost of the accommodation will be deducted from the total cost of of the tour. In order to minimise refund costs, Go Africa will book the accommodation with the most flexible cancellation policy.
ACCOMMODATION
1. THE ACCOMMODATION IS BOOKED BY THE COMPANY (GO AFRICA)
  
  If a tour includes accommodation, the price listed on the website must be inclusive of accommodation rate. The Vendor shall explicitly specify on their Profile if the Services include accommodations for the Customers or not and also specify the type of accommodation for instance, hotel, apartment, lodge, tent, etc. The Vendor shall also specify the star rating of the accommodation (if any) provided in the service.
  
  Once the customer has made the booking, the vendor and the company will liaise in order to select the most suitable accommodation, in accordance to the start rating and accommodation type specified n the tour. The accommodation will be booked and paid by Go Africa (the company), and the cost of the accommodation will be deducted from the total cost of of the tour. In order to minimise refund costs, Go Africa will book the accommodation with the most flexible cancellation policy.
COMMISSION PROVISIONS
1. 4.1
  
  Customer Payment Collection: The Company shall be responsible for collecting all payments from the Customers and disbursing amounts due to the Vendor, after deducting the cost for the accommodation and the commission.
2. 4.2
  
  Company Commission: The Company shall be entitled to retain a commission of 5% on each Booking (“Company Share”). The residual amount after deducting the cost for accommodation and the Company Share, shall be disbursed to the Vendor (“Vendor Share”). The Vendor Share shall be inclusive of any applicable taxes.
3. 4.3
  
  Rates: All rates with respect to the Services listed on the Website by the Vendor shall be inclusive of the Company Share.
  
  Example : If Service is listed at $100, and the accommodation is $50, the vendor’s share will be ($100-$50)-5% commission =$47.5
  
  The Vendor Share due and payable to the Vendor will be equal to $47.5 in this case.
DISBURSALS
1. 5.1
  Disbursals to the Vendor: The Company shall disburse the Vendor a Share for all bookings received. After deducting the cost for accommodation and 5% commission , the company shall disbourse the vendor’s share in two instalments.
  - The first installment (50%), will be disboursed within 3 working days after receiving payment from customer.
  - The second Installment (50%), will be disboursed within 48 hours after the completion of the tour; after making appropriate deductions if any, such as, cancellations, refunds, Customer’s complaint charges.
  Disbursals will be made via bank transfer, to the bank details entered by the vendor on the Go Africa system.
2. 5.2
  
  Disbursals to the Company: The Vendor shall disburse to the Company, all amounts due to the Company at the end of every month such as including without limits, amounts paid by the Company for the purposes of providing refunds to the Customers (“Company Dues”).
  
  The Company shall send invoice(s) to the Vendor at the end of every month (“Invoice”) indicating the Company Dues payable to the Company.
  
  The Vendor shall disburse the Company Dues on a monthly basis within not less than 14 days commencing from the date on which the Invoice is sent by the Company irrespective of whether the Invoice was received by the Vendor or not.
VENDOR’S RESPONSIBILITIES
1. 6.1
  
  Account and Profile Creation:The Vendor shall register an online account on the Website for the purposes of advertising their products and services which shall be provided to the Customers. The Vendor will create their own profile (including their own pictures, and introduction of themselves) (“Profile”). The content shall be accurate, and the images shall be high quality.
2. 6.2
  
  Listing Services: The Vendor shall list their Services on the Website and ensure that the written content is accurate and free from errors as reasonably possible and all images are of high quality. The Company reserves the right to replace any images that are of poor quality and rectify any errors and inaccuracies in the written content (in terms of language or spelling mistakes) submitted by the Vendor. The company is not liable for any inaccuracies on the listed services.
3. 6.3
  
  Control Over Service Rates; Accurate Price Listing: The Vendor has complete control over the prices with respect to the Services and may update the prices at any time. The Vendor shall list the Services on the Website along with the cost of the Services. Once the Vendor lists their Services on the Website and a Booking is made by a Customer, the Company shall not be responsible for any losses incurred by the Vendor due to inaccurate information or prices listed by the Vendor.
4. 6.4
  
  Rate Competitiveness and best rate guarantee: The Vendor shall not advertise or list the Services listed on the Website on other websites or platforms (whether offline of online) at a price lower than the prices for the Services listed on the Website. If the exact same service is found on another website at a cheaper rate, the company reserves the right to terminate this agreement.
5. 6.5
  
  Contact Details: Vendor shall not display their or third-party contact details, brand names or logos on the Website. The Vendor shall not provide their contact details to customers (or move the conversation out of Go Africa’s systems) before the customer has booked and paid for the service. Customer will receive vendor’s contact details on the Booking Confirmation. Once the booking is confirmed and customer has paid, vendor is free to chose to move the conversation with the customer out of Go Africa’s systems. If any issue aries, Go Africa will only provide support for the correspondence that occurred within the Go Africa system. Go Africa will not be responsible for any correspondence occurred out of the Go Africa systems.
6. 6.6
  
  High Quality Services: The Vendor shall strive to provide high-quality Services to the Customers. The Vendor will always try to put the needs and requirements of the Customers first.
7. 6.7
  
  Authorisation: The Vendor hereby through this reference authorises the Company to deduct the commission, charges or any other fees as agreed between the Parties by virtue of this Agreement.
8. 6.8
  
  Prompt Communication with Customers: The Vendor shall interact directly with Customers and reply to any messages sent by them. Any message received from a customer shall be replied to by the Vendor within 12 hours from the receipt of a Customer’s message (this includes weekdays and weekends)
GO AFRICA TOURS LTD’S ROLE:

Go Africa offers a platform that enables customers to publish, offer, search for, and book Vendor’s Services (Tours, excursions, experiences). When customer makes a booking, they are entering into a contract directly with the vendor. Go Africa Tours LTD is not acting as an agent for customer or vendors, except for where Go Africa Tours LTD acts as a collection agent by collecting the booking payment from the customer and releasing the vendor’s share to the vendor
1. 7.1
  
  Marketing: The Company reserves the right to and shall market the Website on any platform or social media platforms that are deemed suitable in the discretion of the Company. The Company reserves the right to use Vendor’s Profile content, Services photos and images for marketing purposes.
2. 7.2
  
  Service Listing Approval: The Company will review the Services listed by the Vendor on their Profile and accordingly approve them subject to if all required parameters are met with respect to the Services listed by the Vendor. The Company reserves the right to decline to list the Services of the Vendor on the Website if the written content contains errors and inaccuracies or if the images are of low quality.
3. 7.3
  
  Complaints: The Company shall be responsible for taking and handling any complaints made by the Customers (“Complaint(s)”). All Complaints shall be investigated by the Company personnel, and the outcome of such an investigation may result in the termination of this Agreement with the Vendor if a particular Complaint against the Vendor is found to be true and the Vendor is deemed to be at fault by the Company.
4. 7.4
  
  Customer service: In case a Customer needs any help, the Customer may contact the Company and, the Company shall be responsible for interacting with the Customers and resolving their queries.
ACCOMMODATION

The Vendor shall explicitly specify on their Profile if the Services include accommodations for the Customers or not and also specify the type of accommodation for instance, hotel, apartment, lodge, tent, etc. The Vendor shall also specify the star rating of the accommodation (if any) provided in the Services.
INABILITY TO FULFIL BOOKINGS

The Vendor must honour and fulfil all Bookings by providing their Services to the Customer as promised. In the event the Vendor is not in a position to fulfil a Booking, the Vendor shall notify the Company promptly as soon as the inability to fulfil a Booking is discovered by the Vendor. In addition, the Vendor shall make other arrangements for fulfilling the Booking and Services requirements and accordingly provide Services to the Customer. The Services shall at all times be of the equal or higher level which were to be originally provided.

For instance, if the hotel where the Customer was intended to stay was a 3-star hotel, the Vendor shall make arrangements for the Customer to stay at a 3-star hotel or above. The Vendor shall also make conveyance arrangements for the Customers to arrive at their new accommodation free of cost. All extra costs in such instance shall solely be borne by the Vendor.
ACCIDENTS, MISHAPS AND CUSTOMER DISPUTES
1. 10.1
  
  Customer Disputes: The Vendor acknowledges and agrees that the Company solely acts as a facilitator and merely provides an online platform to the customers to select and book Services. All the information pertaining to the Services including the itinerary, images, tour type, amenities and facilities are as per the information provided by the Vendor to the Company. Any discrepancy that may exist between the Website information and actual Services shall be raised by the Customers to the Vendor directly and shall be resolved between the Customer and Vendor. The Company will have no responsibility in that process of resolution and shall not take any liability for such discrepancies.
2. 10.2
  Accidents and Mishaps: The Company being merely a facilitator, shall not be liable for the following:
  1. 10.2.1
    
    Personal injury, sickness, accident, death, loss, delay, discomfort, increased expenses, incidental, consequential loss and/or damage or any kind of theft howsoever caused to the clients or any person travelling with them.
  2. 10.2.2
    
    Any act, omission, default of any Vendor or third party or any other person or by any servant or agent employed by them who may be engaged or concerned in the provision of services.
  3. 10.2.3
    
    The temporary or permanent loss of, or damage to, baggage or personal belongings howsoever caused including wilful negligence on the part of any person.
  4. 10.2.4
    
    Any delay made in delivery of the Services by the Vendor.
  5. 10.2.5
    
    Any claims of any dispute with the Vendor.
  6. 10.2.6
    
    Any damages caused to the Customers due to reasons beyond the control of the Company.
  7. 10.2.7
    
    In no event shall the entire liability of the Company for any claims directly and indirectly arising out of the Services exceed the total Booking amount paid by the Customer.
CANCELLATIONS AND REFUNDS

The cancellations and refunds policy shall be as determined by the Vendor in writing on the Vendor’s tour listing. In the event the Vendor’s terms with respect to cancellations and refunds entitle the customers to any refunds, the Company will process and disburse the refund amounts first to the customers on behalf of the Vendor (“Refund”). The Vendor shall be obligated to return to the Company, all Refund amounts processed and disbursed by the Company on behalf of the Vendor within seven (7) days commencing from the date the Refund was requested by a customer. In the event the Vendor fails to return the Refund amounts processed by the Company on behalf of the Vendor, this shall be considered as a material breach of the contractual obligations of the Vendor and the Company may choose to dissolve the relationship with the Vendor by terminating this Agreement and pursue any legal remedies available to the Company.
NON-DISCLOSURE

The Vendor acknowledges that the Vendor may learn from Company, certain non-public personal and otherwise confidential information relating to Company’s Business, including its customers, consumers or employees (“Confidential Information”). Confidential Information also includes systems, technology, business Parties, Company’s data and performance, website functionalities. The Vendor acknowledges that improper use or revelation of Confidential Information, could cause serious injury to the business of the Company. The Vendor shall regard any and all information it receives which in any way relates or pertains to the Company, including its customers, consumers or employees as confidential. The Vendor shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve the Company or as expressly and specifically permitted in writing by the Company or as required by applicable law.

This provision shall survive the termination of this Agreement.
INDEMNIFICATION

The Vendor shall indemnify, defend and hold harmless the Company and/or its Affiliates, their respective directors, officers, representatives, employees and agents (collectively, the “the Company’s Indemnified Persons”) from and against any and all claims incurred by the Company’s Indemnified Persons, as a result of, arising from, or in connection with or relating to the use of the services provided by the Vendor to the customers. The indemnification rights of the Company’s Indemnified Persons under this Agreement are independent of, and in addition to, such other rights and remedies as the Company’s Indemnified Persons may have at law or in equity, or otherwise, including the right to seek specific performance, rescission or other injunctive relief, none of which rights or remedies shall be affected or diminished thereby.
ENTIRE AGREEMENT

This Agreement together with the terms and conditions and privacy policy of the Website constitute the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements, or conditions, express or implied, written, or oral, between the Parties.
GOVERNING LAW

This Agreement shall be governed, construed, and enforced in accordance with the domestic laws of the Country or state (as applicable) where the principal place of business of the Vendor is situated as mentioned in this Agreement without regard to its conflict of laws rules. In the event that litigation results from or arises out of this Agreement or the performance thereof, the Parties agree to reimburse the prevailing Party's reasonable legal fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing Party may be entitled.
SEVERABILITY

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.
FORCE MAJEURE

No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from the following force majeure events (“Force Majeure Events”) including without limits: (a) acts of God; (b) flood, fire, pandemics, epidemics, earthquakes, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; or (g) national or regional emergency. The affected Party shall give notice within 3 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue.

During the Force Majeure Event, the non-affected party may similarly suspend its performance obligations until such time as the affected party resumes performance.

The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimised and shall resume performance of its obligations as soon as reasonably practicable after the removal of the cause.
TERMINATION

This Agreement may be terminated for the reasons as follows:
1. 18.1
  
  Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
  1. 18.1.1
    
    18.1.1 materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach; or
  2. 18.1.2
    
    18.1.2 (i) becomes insolvent or admits its inability to pay its debts generally as they become due; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within 30 business days or is not dismissed or vacated within 120 days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
2. 18.2
  
  What may cause Immediate termination by the Company:
  1. 18.2.1
    
    Failure to provide Services: The Company may in their sole discretion terminate this Agreement with immediate effect in the event that the Vendor is unable to or fails to provide Services up to the standards of the Company.
  2. 18.2.3
    
    Breach of confidentiality: The Company may terminate the Agreement upon discovery and confirmation of breach of the Non-disclosure obligations specified in Section 12 by serving a 7 days’ notice to the Vendor via email. In the event the Vendor fails to provide evidence to the contrary with respect to the breach of this Section within the above mentioned 7 days, the Agreement shall stand terminated.
3. 18.3
  
  What will cause Immediate termination & legal action by the Company:
  1. 18.3.1
    
    Breach of confidentiality: Upon confirmation of breach of Section 12, in addition to promptly terminating this Agreement due to breach of Section 12, the Company shall be free to seek any remedies available in law such as injunctions.
  2. 18.3.2
    
    Breach of Intellectual Property: The Website and the website content, logos etc. are the intellectual property of the Company and are protected under the Copyright, Designs and Patents Act 1988 (“Act”). In accordance with the Act, If Vendor is discovered to be infringing the intellectual property of the Company in any manner such as by duplication and replication of all or any parts and functionalities of the Website, the Company shall be constrained to pursue legal action against the Vendor in addition to termination of this Agreement.
4. 18.4
  
  What will prompt investigation and may result in termination without notice:
  1. 18.4.1
    
    Uncouth Behaviour: Inappropriate and disrespectful behaviour or language towards Customers (whether in writing or verbally). The Company shall terminate this Agreement in their sole discretion in such case without notice to the Vendor.
  2. 18.4.2
    
    Negative Ratings: If a Customer rates the Vendor negatively or rates the Vendor below 2 stars via the star rating system used on the Website. The Company shall terminate this Agreement in their sole discretion in such case without serving notice to the Vendor.
EFFECT OF TERMINATION

After termination of this Agreement, the Company reserves the right to cancel any pending Bookings, subject to the severity of the breach of the terms of this Agreement by the Vendor. Upon termination, the Company shall unpublish and permanently remove all Vendor Services listed on the Website and the send an irreversible termination notice via email. After termination, the Vendor shall not be allowed to list their Services on the Website.
MISCELLANEOUS
1. 20.1
  
  Notice. Any notice or other communication shall be be given by email.
2. 20.2
  
  Compliance. The Parties shall strive to be in line with all laws which may apply with respect to this Agreement of any jurisdiction including without limits consumer protection laws and any guidelines set by any appropriate authority.