WHEREAS, Tom’s Tours is engaged in the business of planning, marketing and managing group tours.
WHEREAS, Club has provided Tom’s Tours with qualified referrals for Tom’s Tours.
THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:
Tom’s Tours shall maintain contracts with resort travel destinations (Vendor(s)) to deliver tour services. This may include one or more vendors who pay a commission to Tom’s Tours for arranging group trips.
INDEPENDENT STATUS /INDEMNITY
With respect to the services provided by Tom’s Tours, Tom’s Tours shall be responsible for managing all relationships with Vendors and for planning, managing and otherwise overseeing the events and staff provided for each tour. Tom’s Tours has the sole right and responsibility to determine appropriate levels of Tom’s Tours staff for each group and for all compensation provided to Tom’s Tours staff.
Furthermore, Club agrees not to tamper with or otherwise solicit Tom’s Tours staff including Host Couples, MC’s or Photographers. This shall include but not be limited to offers of employment or independent contracts. In certain instances Tom’s Tours will allow for its staff to participate at Club events. These exceptions require prior written approval from an officer of Tom’s Tours.
Tom’s Tours agrees that it will not attempt to circumvent Club by going around Club direct to Club Members in order to obtain direct bookings and therefore avoid paying a Fee to Club. Should Tom’s Tours solicit business directly from Club’s customers, any such business shall be used in calculating Fees payable to Club, for a period extending one year beyond clubs last referral. This clause does not apply to customers that choose to do business with either party because they prefer one vendor over the other, or to customers that result from mass marketing efforts, such as web ads or trade shows or events, but only to direct and intentional solicitation of known customers.
Nothing in this agreement shall construe a joint venture or partnership between the parties.
Club is not entitled to any benefits, stock plans, wages, or any other compensation from Tom’s Tours, other than the Fee as defined in this agreement.
Club will indemnify and hold Tom’s Tours harmless for any claims of wages, commissions, benefits, stock plans, worker’s compensation etc by any of it’s employee, officers, 3rd parties, stock holders, affiliates, or related entities as a result of this agreement. Tom’s Tours shall indemnify and hold harmless Club from any and all losses and damages, direct or indirect, of any kind whatsoever which result from transactions, dealings or conducting business with Tom’s Tours and/or its agents, representatives and employees
This fee agreement is separate from any other agreement Tom’s Tours and Club or Club Owners may engage in such as Appearances or Host Couple agreements.
Tom’s Tours shall account for all travelers once the entire tour has concluded. Once the tour is completed, Tom’s Tours shall pay Club a commission of 25% of the Gross Profit for all reservations in which Tom’s Tours collects payment from the traveler. Tom’s Tours shall be responsible for keeping an accurate record of travelers who participate in events who are referred through club. Club referrals are limited to New Clients who have never traveled with Tom’s Tours before or Repeaters who have not booked a trip in the past 2 years. From time to time Tom’s Tours may make exceptions to the referral definition; these exceptions will not represent a change in the referral definition.
Tom’s Tours will track credit for Club referrals in 3 ways:
- Web Orders – Web based affiliate tracking system will be used for tracking Club credit for internet orders.
- Affiliate Contact Form – If a contact form is received and the Club affiliate ID is in the contact form club will be credited for any orders initiated through the contact form.
- Phone Orders – All clients are asked how they were referred to Tom’s Tours during phone orders. Club will be credited for all clients who mention club at time of order.
- Club Email Collection – Email addresses that are new to Tom’s Trips and that are collected at the club will be credited as club referrals for any trip they book within 2 years of email collection.
- Club Events – Reservation forms that are completed at club events and turned in to Tom’s Tours will be credited to the Club.
Within 30 days of a trip conclusion Tom’s Tours will provide Club with a statement showing club guests who attended an event. After Club approves in writing or through e-mail that the list is accurate and there are no discrepancies Tom’s Tours will issue payment within 15 days.
If there are discrepancies between the Tom’s Tours statement and Club records those discrepancies will be expeditiously re-mediated by Tom’s Tours staff and Club prior to payment of Fee.
The commission will be calculated by taking the applicable net commission for the trip and multiplying it by the percentage. For example if Tom’s Tours commission on a guest is $400.00 and the percentage attributable is 25%, Tom’s Tours will pay club $100.00 in commission for this client.
In addition to payment Club is also entitled to the following benefits:
- 10% discount of any travel with Tom’s Trips Group Events (Club Owners/Managers only)
- For large events Tom’s Trips may provide Tom’s Trips Entertainment staff for performances at club events
LIMITATION OF LIABILITY
This agreement does not guarantee a specific amount of commission payment, or obligate Tom’s Tours for payment for other travel arrangements a traveler may engage any Tom’s Tours to provide for them in the future, providing that such travel arrangements are not the result of direct solicitation of Club’s customers by Tom’s Tours.
In the event that Traveler cancels their reservation according to their rights under Tom’s Tours cancellation policy or is provided with a refund either by Tom’s Tours or Vendor for any reason, Tom’s Tours is no longer obligated to pay Club any commission for that traveler.
These terms shall remain in effect until such time as Club no longer advertises Tom’s Trips events, Club has not delivered a referral in the last 12 months or either party give notice of intent to dissolve the agreement.