Routes North supplier agreement

This Supplier Agreement (the “Agreement”) is by and between you (“Supplier”) and RoutesNorth.com (“Routes North”). All defined terms used herein shall have the meaning accorded to such terms in the Agreement.

By clicking accept on the Routes North signup form, Supplier accepts this Agreement and agrees to the attached Routes North Terms and Conditions and the Attachments, all of which are incorporated in this Agreement. If Supplier is entering into this Agreement on behalf of a company or other legal entity, Supplier represents that it has the authority to bind such entity to these terms and conditions, in which case the term “Supplier” shall refer to such entity. Please carefully read the following terms and conditions and do not agree to become a Routes North supplier until after doing so.

By agreeing to become a Routes North supplier and providing Supplier Products for Routes North’s resale and distribution through RoutesNorth.com, Supplier agrees to the terms of this Agreement, including without limitation all obligations imposed on Supplier hereunder. If Supplier does not wish to so agree, or does not have the authority to enter into this Agreement, do not register to become a Routes North supplier and do not provide Routes North with Supplier Products for resale and distribution through RoutesNorth.com.

Agreement

Overview: Supplier agrees to provide certain tours, activities and other travel-related destination services (“Products”) that Routes North may market and distribute through various owned, affiliated, related and third party online and offline marketing and travel distribution channels (“Distribution Channels”) for purchase (i.e., booking) by customers (“Customers”), all as described further in this Agreement.

Currency: All amounts in this Agreement are expressed in the currency selected by Supplier in the sign-up process from Routes North’s available currencies.

Term; Termination: This Agreement is effective as of the Effective Date (defined below) and will remain in effect thereafter, unless terminated in accordance with this Agreement. Either party may terminate this Agreement (a) upon 30 days’ written notice to the other of its intent to terminate this Agreement, (b) immediately upon written notice to the other if such other party breaches this Agreement and fails to correct such breach within 15 days following written notice specifying such breach, or (c) immediately upon an event of bankruptcy by Supplier or if Supplier ceases to do business in the order course. Supplier will fulfill all Product purchases made prior to termination or expiration of this Agreement unless requested otherwise by Routes North. Further, upon any termination or expiration of this Agreement, Supplier will immediately cease all access to and use of Routes North Technology and other products, services, content, and materials provided by Routes North to Supplier under this Agreement and Supplier shall cease to have any right to make Supplier’s Products available through Routes North’s Distribution Channels.

Attachments: In addition to the Routes North Terms and Conditions attached hereto, the initial attachments to this Agreement are attached hereto and consist of the following:

• Attachment 1 – Payment Terms
• Attachment 2 – Insurance
• Attachment 3 – Operational Procedures and Technology

The parties may mutually agree to and enter into additional written attachments during the Term, and all such attachments shall be executed by a duly authorized representative of each party upon which such attachments will be deemed incorporated by reference into this Agreement and subject to all terms and conditions hereof.

Notices: Unless otherwise provided herein, all notices under this Agreement shall be in writing and shall be delivered to Routes North at hello@routesnorth.com and to Supplier at the address provided to Routes North in the account registration process. All such notices shall be deemed to have been given upon receipt. Notwithstanding the foregoing, Routes North may provide notices to Supplier via email, in connection with requesting Product rate information from Supplier, or in Routes North’s other interactions with Supplier, which notices will be deemed to be given when sent.

ROUTES NORTH TERMS AND CONDITIONS

1. RATES, FEES, PAYMENTS.

Supplier will provide Product rates and pay Product fees in accordance with this Agreement.

Supplier represents and warrants that the retail rates (“Retail Rates”) offered to Routes North are the lowest Retail Rates offered by Supplier to any distributor of its Products.

If Supplier offers Products or enters into an agreement to provide Products through or to a third party (including without limitation through any other distribution channel, such as coupons, deal-of-the-day or flash sale websites) for a lower price or rate or under a lower pricing or rate arrangement or formula (including without limitation for no fee) than the then-current Retail Rates provided to Routes North, then Supplier will promptly notify Routes North and provide to Routes North such lower price or rate or pricing or rate arrangement or formula retroactively as of the date first provided to such other third party. If Supplier fails to comply with this provision, Routes North shall have the right, in its sole discretion, to either suspend Supplier or terminate this Agreement with fifteen (15) days prior written notice to Supplier.

For each Product, Supplier will provide Routes North the Retail Rate. Retail Rates will include all applicable per person fees and all applicable taxes and other charges. Supplier shall be solely responsible for the payment of any and all applicable taxes, including without limitation value added tax, sales and use tax, and any other taxes applicable to the resale of the Products (“Taxes”).

Routes North has the right to set the resale price of each Product. The Retail Rates provided by Supplier will be valid for a minimum of one (1) year from the date the Retail Rate is provided by Supplier and will apply to all Products booked while such Retail Rates are in effect. If Supplier fails to provide Routes North with an updated Retail Rate or confirmation of the extension of the then-current Retail Rate, Routes North may extend the then-current Retail Rate for an additional one (1) year and Supplier will honor all Product bookings at this rate until the Supplier provides an updated Retail Rate. If Supplier provides updated Retail Rates, Routes North will have up to two (2) weeks to implement such Retail Rates and Routes North shall pay the prior Retail Rate for all Product bookings during this time period.

Routes North will make any payments owed to Supplier under this Agreement pursuant to the payment terms set forth in Attachment 1. With respect to any amount to be paid by Routes North under this Agreement, Routes North may set-off against such amount any amount that Supplier is obligated to pay to Routes North or for which Supplier is required to reimburse Routes North under this Agreement.

Routes North will be responsible for collecting funds from Customers for Products purchased by Customers through the Distribution Channels. Routes North will be responsible for any applicable related merchant fees incurred by Routes North in collecting these funds.

2. AVAILABILITY, PRODUCT UPDATES.

Supplier will follow the operational procedures set forth in Attachment 3, including without limitation those with respect to Product bookings, changes, and availability, and any updates or revisions to Attachment 3 as may be provided by Routes North to Supplier from time to time. Routes North will endeavour to give Supplier at least ten (10) business days’ prior written notice of any updates or revisions to Attachment 3.

For each Product that Supplier offers (including without limitation to any third party through coupons, deal-of-the-day or flash sale websites, or any other distribution channel), Supplier will make that Product available to Routes North for marketing and distribution through the Distribution Channels. Supplier will ensure that all Products that Routes North markets and distributes through the Distribution Channels are available for booking by Customers, unless Routes North receives proper notice in advance from Supplier in accordance with the procedures set forth in Attachment 3.

If a Product is booked by a Customer, Supplier will follow the customer redemption procedures set forth in Attachment 3.

If Supplier changes a Product after a Customer has booked the Product but not yet received the Product, Supplier will provide such Customer an alternative Product of the same or higher quality as the Product originally booked and Supplier will accommodate such Customer to the Customer’s reasonable satisfaction. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that Customer may cancel its booking and Routes North may process a refund or refunds for that Customer. In this situation, Supplier will not be owed (and Routes North is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by Routes North. Routes North reserves the right to charge the Supplier reasonable fees related to the foregoing, including but not limited to merchant and customer service fees.

If Supplier cancels a Product or no longer makes a Product available to a Customer (e.g., a sold-out date) after a Customer has booked the Product but not yet received the Product, Supplier will accommodate such Customer to the Customer’s reasonable satisfaction. If a Customer cannot be accommodated to the Customer’s reasonable satisfaction, Supplier agrees that Routes North may process a refund or refunds for that Customer. In this situation, Supplier will not be owed (and Routes North is not obligated to pay) any amount(s) for that booked Product, and any amount(s) already paid for such booked Product may be adjusted on any subsequent payment owed by Routes North. Routes North reserves the right to charge the Supplier reasonable fees related to Supplier’s cancellation of or failure to make available the Product, including but not limited to merchant and customer service fees.

3. CUSTOMER CANCELLATIONS.

Supplier will not directly accept Customer cancellations for purchased Products. Cancellations for purchased Products must be made by Customer directly through Routes North within the applicable cancellation time period, as set forth in Attachment 3. Routes North has no obligation to provide refunds to Customers who do not contact Routes North to cancel within the applicable cancellation time period. In the event of a Customer cancellation due to an event of force majeure, Routes North shall not be required to pay the Retail Rate for the Product so long as Routes North has received sufficient evidence from Customer that the force majeure event has prevented Customer from using the Product.

4. CUSTOMER CONTACT; CUSTOMER SERVICE.

If Supplier needs to contact a Customer in connection with providing Products purchased by such Customer, Supplier will follow the procedures set forth in this Agreement, including without limitation Attachment 3, and such other reasonable Routes North processes and procedures as may be communicated by Routes North to Supplier from time to time.

Supplier will ensure a smooth customer service process, including answering any Customer complaints in writing (e.g., by email or an interface made available by Routes North) within five (5) days after complaint submission. Routes North reserves the right at any time to respond to Customer complaints, including by contacting Customers directly; provided, however, that prior to resolving the complaint and/or providing compensation to Customers, Routes North will first discuss the complaint with the Supplier. If Routes North provides compensation to a Customer in connection with a Customer complaint, Supplier will not be owed (and Routes North is not obligated to pay) any amount(s) for the Product(s) at issue, and any amount(s) already paid for such Product(s) may be adjusted on any subsequent payment owed by Routes North.

After a Customer has purchased a Product, Supplier will not contact such Customer for purposes of marketing or selling tours, activities or other travel-related destination services and/or products to such Customer or for any other purpose other than to fulfil the Product purchased or to answer a Customer complaint.

5. INSURANCE.

Supplier will comply with the insurance requirements set forth on Attachment 2.

6. DISTRIBUTION.

Routes North will have sole discretion over the Distribution Channels utilized and Product placement within the Distribution Channels. Routes North will be responsible for any applicable travel agents’ commissions and other intermediaries’ fees for sale of Products through the Distribution Channels.

7. SUPPLIER CONTENT AND MATERIALS.

Supplier hereby grants and agrees to grant to Routes North the nonexclusive, perpetual, irrevocable, transferable, sublicenseable (through one or more tiers), worldwide right to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos, and other content and materials provided by Supplier (“Supplier Content”) (i) to advertise, market, promote, and distribute Products on or through the Distribution Channels, including without limitation on the web sites of Routes North and its Distribution Channels, (ii) to advertise, market and promote destinations and activities on or through the Distribution Channels and to market and promote the Distribution Channels generally, provided, however, that Routes North shall have no right to use the Supplier Content to market or promote competing products, and (iii) to otherwise perform Routes North’s obligations and exercise Routes North’s rights under this Agreement. Supplier represents, warrants and covenants that (a) Supplier owns, or has rights sufficient to grant the rights granted to Routes North in this Agreement with respect to, all Supplier Content provided to Routes North, (b) Supplier Content will be accurate and complete and will not be misleading or fraudulent, and (c) Supplier Content (and Routes North’s exercise of its rights with respect to Supplier Content) does not and will not infringe, violate or misappropriate any third party’s proprietary or intellectual property rights, including without limitation any copyright rights or trademark rights or rights of privacy or publicity. Supplier hereby acknowledges and agrees that Routes North shall own all right, title and interest in and to any derivative works of the Supplier Content created by or on behalf of Routes North, whether prior to or after the Effective Date, and hereby assigns to Routes North any and all right, title, or interest that Supplier may have to such derivative works.

8. SUPPLIER CONDUCT; NO SUBCONTRACTORS.

Supplier represents, warrants and covenants that: (a) Supplier has and maintains all registrations, licenses, permits, approvals, and authorizations applicable to Supplier’s business and provision of Supplier’s Products; (b) Supplier will ensure that Supplier’s activities, operations, products and services (and Supplier’s provision of the foregoing, including without limitation in connection with providing Products to Customers) are operated and provided in good faith and in accordance with standards consistent with best practices in the tours and activities industry and, if appropriate or recommended based on the nature of Supplier’s Products, Supplier will perform background checks of its personnel consistent with best industry practices; (c) Supplier’s personnel will be properly trained, have all necessary skills to fulfil the Products, and will fulfil the Products in a professional manner consistent with best industry practices; and (d) Supplier will comply with all applicable international, federal state and local laws and regulations (including fire, health and safety procedures and consumer protection and data privacy laws). In addition, Supplier represents, warrants and covenants that it will comply with Routes North’s Supplier Code of Conduct set forth in Attachment 4 as the same may be updated by Routes North from time to time. Supplier may not subcontract or otherwise transfer any of its rights or obligations under this Agreement; provided, however that Supplier may subcontract fulfilment of the Products with the prior written consent of Routes North (which consent may be provided by Routes North by e-mail). In the event the Supplier uses a subcontractor, Supplier will be responsible and liable for Supplier’s compliance with the terms and conditions of this Agreement and any breach or failure of Supplier’s failure to comply herewith. If Routes North believes that Supplier is in breach of this Agreement (including without limitation Supplier’s representations, warranties and covenants in this Agreement), Routes North may terminate this Agreement. If Routes North terminates this Agreement pursuant to the foregoing, Routes North may require Supplier to (and Supplier will) fulfill all Product purchases made prior to termination or assist Routes North in procuring alternate suppliers to fulfill such Product purchases (in which case Supplier will not be owed, and Routes North is not obligated to pay, any fees for such Products, and any amounts already paid for such Products will be promptly refunded to Routes North).

9. TRADEMARKS.

Supplier grants to Routes North the right to, and the right to authorize its Distribution Channels to, use and display Supplier’s and its Products’ names, logos, marks and trademarks and to display any third party names, logos, marks and trademarks used by Supplier with respect to the Products (collectively, all of the foregoing the “Marks”), in each case for the purposes of advertising the availability of the Products and marketing and promoting the Products through the Distribution Channels; provided, however, that Routes North will not issue a press release or similar public announcement that uses Supplier’s names, logos or trademarks without the prior written consent of Supplier. Supplier represents and warrants that it has all rights and licenses required to grant Routes North the rights granted in this Section 9.

10. CONFIDENTIALITY; PRIVACY.

Any information of a confidential or proprietary nature disclosed by or on behalf of one party to the other party during the term of this Agreement, including without limitation all information pertaining to Product rates, commissions and margins, the Distribution Channels, Routes North technology, and the terms of this Agreement, are “Confidential Information.” The party receiving Confidential Information of the disclosing party will not, during or after the term of this Agreement, (a) use any such Confidential Information for any purpose other than to perform the receiving party’s obligations or exercise the receiving party’s rights under this Agreement and (b) disclose any such Confidential Information to any third party. Notwithstanding the foregoing, the obligations of this Section do not apply to information which is: (i) generally available to the public, without any obligation of confidentiality, other than by a breach of this Agreement by the receiving party; (ii) rightfully received by the receiving party from a third party without any obligation of confidentiality; (iii) rightfully known by the receiving party without restriction on disclosure; or (iv) generally made available to third parties by the disclosing party without restriction on disclosure. Upon termination of this Agreement, or upon the disclosing party’s earlier request, the receiving party will return all of the disclosing party’s Confidential Information in the receiving party’s possession or under the receiving party’s control and will cease all use of such Confidential Information.

Supplier will adhere to all applicable laws and Routes North’s privacy policy (available at Routes North’s website and as may be updated from time to time by Routes North) with respect to Supplier’s use and disclosure of Customer information provided to Supplier by Routes North or otherwise collected, obtained or received by Supplier in exercising its rights or fulfilling its obligations under this Agreement. Supplier will use such Customer information only for purposes of providing to the applicable Customer the Products booked by such Customer. For all Customer information (including without limitation Customer information provided to Supplier by Routes North) in Supplier’s possession or under Supplier’s control, Supplier will (a) adopt and adhere to a privacy policy consistent with applicable laws, rules, regulations and guidelines and Routes North’s privacy policy; (b) employ reasonable, industry standard physical, technical and administrative measures to protect the Customer information, including without limitation storing the Customer information in secured environments that are not accessible to the general public and having security measures in place at Supplier’s facilities to protect against the loss, misuse, corruption, unauthorized disclosure, or alteration of the information by Supplier’s employees or third parties; and (c) shall ensure that any collection, use and disclosure of Customer information obtained by Supplier pursuant to the Agreement complies with all applicable laws, regulations and privacy policies. Supplier agrees not to send any unsolicited, commercial email or other online communication (e.g., “spam”) to Customers. For purposes of this Agreement, “Customer Information” means name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information and any other non-public, identifying information available to Supplier as a result of Supplier’s relationship with Routes North and any purchase of Supplier’s by consumers through the Distribution Channels.

11. MUTUAL REPRESENTATIONS AND WARRANTIES; DISCLAIMER OF WARRANTIES.

Each party represents and warrants to the other party that (a) the representing and warranting party has the full power and authority to enter into this Agreement and to perform its obligations hereunder and (b) the execution, delivery and performance of this Agreement does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment, decree or order, or any contract, agreement, or other undertaking, applicable to such party. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT TO THE EXTENT AS MAY BE SET FORTH IN THIS AGREEMENT OR A SEPARATE WRITTEN AGREEMENT BETWEEN THE PARTIES, ROUTES NORTH PROVIDES THE DISTRIBUTION CHANNELS AND ANY OTHER SERVICES, TECHNOLOGY AND MATERIALS UNDER THIS AGREEMENT “AS IS” AND ROUTES NORTH EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, ORAL OR WRITTEN, STATUTORY OR OTHERWISE, WITH RESPECT TO ANY OF THE FOREGOING OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

12. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTE OR OTHERWISE) FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS RESULTING FROM INTERRUPTION OF BUSINESS OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT MATTER OF THIS AGREEMENT, HOWEVER CAUSED, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ROUTES NORTH’S LIABILITY TO SUPPLIER FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY ROUTES NORTH TO SUPPLIER IN THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE THE CAUSE OF ACTION AROSE.

THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SUPPLIER’S BREACH OF SECTIONS 5 (Insurance), 7 (Supplier Content and Materials), 8 (Supplier Conduct; No Subcontractors); OR 10 (Confidentiality; Privacy) OR SUPPLIER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13 (Indemnification).

THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.

13. INDEMNIFICATION.

Supplier will indemnify and hold harmless, and at Routes North’s request defend, Routes North (including without limitation all companies in the Routes North group and Routes North’s affiliates) and any of their respective directors, officers, employees, agents, suppliers, licensors, vendors, distributors and service providers (each a “Routes North Indemnified Party”) from and against any and all claims, losses, liabilities, damages, fines, penalties, settlements, expenses, and costs (including attorneys’ fees and court costs) incurred or suffered by a Routes North Indemnified Party in connection with any third party claim, suit, demand, action, or investigation brought against a Routes North Indemnified Party directly or indirectly arising out of or relating to (a) Supplier’s activities, operations, products or services, including without limitation in connection with providing Products to Customers, (b) the Products, Content or the Marks, (c) Supplier’s breach (or a claim that, if true, would be a breach) of this Agreement, including without limitation any and all of Supplier’s representations and warranties in this Agreement and any breach of the confidentiality or privacy provision in Section 10 or Supplier’s breach of its privacy policy required pursuant to Section 10, or (d) Taxes arising out of the resale of the Products.

Routes North will (i) provide prompt written notice to Supplier of any claim giving rise to the indemnification obligation, and (ii) if requesting defense by Supplier, provide reasonable cooperation and assistance with respect to the claim (at Supplier’s request and expense) and permit Supplier to assume sole control over the defense and settlement of the claim (provided, however, that Routes North shall have the right to approve counsel selected by Supplier (such approval not to be unreasonably withheld or delayed) and, if Supplier fails to promptly assume the defense and settlement of the claim after Routes North’s request, Routes North may do so at Supplier’s sole cost and expense). Neither party will compromise or settle the claim without the other party’s prior written consent, which will not be unreasonably withheld or delayed.

14. FORCE MAJEURE.

If either party is prevented from performing any of its duties and obligations hereunder in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation for the period during which such condition exists.

15. CHANGES TO THE AGREEMENT.

Routes North reserves the right to update or otherwise make changes to this Agreement (including to any Attachment or document referenced herein) from time to time on at least thirty (30) days’ notice (“Notice Period”), which notice Routes North will provide to Supplier by any reasonable means (including via email, in connection with requesting Product rate information from Supplier, or other electronic or other interactions with Supplier). If Supplier objects to the revised version of this Agreement (or any Attachment or document), Supplier will within the Notice Period notify Routes North of Supplier’s objection. If Supplier so notifies Routes North, the revised version will not apply to Supplier and the parties will negotiate in good faith to resolve Supplier’s objection within sixty (60) days after Routes North first provided notice of the revised terms. If the parties do not reach agreement within such sixty (60) day period, at Routes North’s option in Routes North’s sole discretion, this Agreement will continue in accordance with its terms in effect prior to such notice or may be terminated by Routes North. If Supplier does not notify Routes North of Supplier’s objection during the Notice Period, Supplier’s continued access to and use of Routes North Technology and other products, services and materials provided by Routes North to Supplier under this Agreement after the effective date of such revised version of this Agreement will be deemed Supplier’s acceptance of such revised version; however, changes to this Agreement will not apply to any dispute between the parties based on a claim filed before the effective date of the changes. Except as set forth in this Section, no amendment, modification or rescission to this Agreement or any Attachment or document will be effective unless it is made in writing and signed by both parties.

16. DISPUTE RESOLUTION.

Any controversy, claim or dispute arising out of or relating to this Agreement, or the obligation of a party hereunder, will be settled in accordance with this Section. Each party will nominate a representative to negotiate in good faith to promptly resolve the controversy, claim or dispute for a period of up to fourteen (14) days following notification of the controversy, claim or dispute. In the event the controversy, claim or dispute has not been settled between the nominated representatives then, unless otherwise agreed, the parties will submit to binding arbitration held in the UK. The parties agree to abide by any decision and award rendered in the proceedings. The decision and award will be final and conclusive and may be entered in any court having jurisdiction thereof. The English language version of this Agreement shall govern and all proceedings conducted shall be conducted in English.

17. ANTI-CORRUPTION.

It is the intent of the parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage.  Supplier shall comply with all international anti-corruption laws, such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and that, with respect to Supplier’s performance of any of its activities under this Agreement:

(a) No portion of any fees paid or payable by Routes North to Supplier will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity other than Supplier.

(b) Supplier has not, and will not at any time, directly or indirectly, pay, offer, authorize or promise to pay, offer, or authorize the payment of, any monies or any other thing of value to: (i) any officer or employee of any government, department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, department, agency or instrumentality thereof; (iii) any political party, political committee, or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party, political committee, or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of those monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party, political committee, or officer or employee thereof, or candidate for political office.

(c)  At Routes North’s request, Supplier shall provide a certification to Routes North that Supplier is in compliance with the foregoing.

18. GENERAL.

This Agreement, including these Routes North Terms and Conditions and the Attachments, contains the entire understanding of the parties relating to the subject matter contained in this Agreement and supersede all prior and contemporaneous agreements, arrangements and understandings between the parties. In the event of a conflict between the terms of the cover page of this Agreement, these Routes North Terms and Conditions, and the Attachments, the terms of the cover page will control, then these Routes North Terms and Conditions will control, and then the terms of the Attachments will control. Any offer by Routes North and any acceptance of such an offer by Supplier is limited to the terms in this Agreement only, Routes North objects to any additional or different terms, and Routes North’s acceptance of any offer is expressly made conditional on assent to the terms of this Agreement. This Agreement will be governed by the laws of the United Kingdom without regard to its conflicts of laws provisions. The UN Convention on the International Sale of Goods shall not apply to this Agreement and is expressly disclaimed. In connection with Routes North’s performance of its obligations and exercise of its rights hereunder, Routes North may have such obligations performed and such rights exercised on its behalf by the Routes North group and any of Routes North’s affiliates and their respective agents, contractors, distributors, and service providers. The waiver or failure to require the performance of any provision herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing. Routes North may assign or otherwise transfer this Agreement in whole or in part. Supplier may not assign or otherwise transfer this Agreement or any of its rights or obligations hereunder, by operation of law or otherwise, without Routes North’s prior written consent and, for purposes hereof, a merger or change of control in which Supplier is not the surviving party will be deemed an assignment. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, and except for the sale of Supplier’s Products by Routes North as described herein, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of this Agreement will remain in full force and effect and the parties will modify such provision so as to be valid and enforceable if possible in such jurisdiction and conform to the parties’ intent. Any remedies provided in this Agreement are in addition to, and not exclusive of, any other remedies of a party at law or in equity. Sections 11 (Mutual Representations and Warranties; Disclaimer); 10 (Confidentiality; Privacy); 12 (Limitation of Liability), 13 (Indemnification), 16 (Dispute Resolution) and this Section 18 (General) shall survive any termination or expiration of this Agreement.

Attachment 1

Payment Terms

On a monthly basis, Routes North (or its designee) will pay Supplier a “Supplier Remittance” in an amount equal to the sum of the Retail Rate for each Product provided by Supplier to Customers less 15% commission, plus any adjustments including for cancellations or refunds provided to Customers. Routes North will make payment by Electronic Funds Transfer (EFT) within twenty-one (21) business days after the end of the Settlement Period. In calculating such payment amount, the Retail Rate will be the rate at the time the Customer booked the Product. In the event that the Supplier Remittance payable to Supplier is less than fifty United States dollars (US$50) or its equivalent in a given Settlement Period (the “Minimum Remittance Threshold”), Routes North reserves the right to withhold payment of the Supplier Remittance until the aggregate Supplier Remittance meets or exceeds the Minimum Remittance Threshold.

Supplier will notify Routes North of any billing discrepancies by email within forty five (45) days after the date on which the Product was provided by Supplier to the Customer or thirty (30) days after receipt of remittance advice, whichever is later. After such period, adjustments for billing discrepancies will be made in Routes North’s sole discretion.

Routes North will pay by EFT into the Supplier bank account provided by Supplier. If Supplier fails to provide, maintain or update the bank account details required by Routes North (including all relevant tax information), Routes North reserves the right to withhold payment until such time as this information has been provided. If Supplier requests payment in a form other than EFT or into an account or in a currency that is not denominated in United States Dollars, Pound Sterling, Euros, Swedish Kronor, Danish Kroner or Australian Dollars, Routes North reserves the right to apply a transaction fee and/or a currency conversion fee for such payment, which such fee or fees will not exceed Routes North’s cost. For each payment, Routes North will make available to Supplier a remittance advice detailing the transaction ID and other booking information for each Product transaction included in the payment. UNLESS SPECIFICALLY REQUIRED BY THIS ATTACHMENT, SUPPLIER WILL NOT SEND INVOICES TO ROUTES NORTH. Any Supplier invoices sent to Routes North are hereby rejected, and Routes North has no obligation to pay, and no liability with respect to, any Supplier invoices sent to Routes North.

“Settlement Period”: is based on Supplier’s currency and will be either Calendar month or Mid-month (as described below) as Routes North notifies Supplier, which notification may be provided by e-mail.

Calendar month. Example: January 1-31, April 1-30
Mid-month ending on the 15th. Example: January 16-February 15

Attachment 2

Insurance

If required by Routes North, Supplier will procure and maintain a current Public (Product) liability insurance (PLI) and errors and omissions insurance with coverage limits consistent with industry standards and as may be required by applicable, laws, rules, and regulations. Such insurance will be provided through an insurer acceptable to Routes North with an A.M. Best (or its equivalent) financial strength rating of A-VII or higher, and will include, without limitation, completed operations, blanket contractual liability, and personal injury and advertising liability. On Routes North’s request (which may be made by e-mail), Supplier will add Routes North as an additional insured to such insurance policies and will provide a certificate of insurance evidencing all of the coverage described in this section and that Routes North has been added as an additional insured. Such insurance carried by Supplier will be primary to any insurance carried by Routes North.

Notwithstanding the foregoing, Routes North reserves the right to require specific additional coverage or increased coverage, or to waive the foregoing insurance requirements, based on Supplier’s product offerings, and Supplier will maintain its insurance at such levels upon Routes North’s request (which may be made by e-mail). Routes North does not represent that the coverage it may require will be adequate to protect Supplier and such coverage and limits will not be deemed to be a limitation on Supplier’s liability to Routes North, if any, arising under the Agreement.

If Supplier fails to comply with the foregoing requirements, and fails to cure such failure within fifteen (15) days from receipt of Routes North’s written notice, Routes North may elect to either (x) suspend Supplier and cease offering Supplier’s Products until such time as Supplier complies with Routes North’s insurance requirements or (y) terminate this Agreement.

Attachment 3

Operational Procedures & Technology

Product Bookings, Changes & Availability: All Products will be subject to “Freesale Booking” unless Routes North and Supplier mutually agree that Freesale Booking is not commercially possible for a specific Product or that a Product is subject to On Request Booking (defined below). For Freesale Bookings, Supplier authorizes Routes North to accept all requests from Customers for the purchase of Supplier’s Products and to send confirmation of Product purchases to Customers. For avoidance of doubt, Supplier will accept all Freesale Booking requests and may not reject a Freesale Booking. If a Freesale Booking request lacks certain Customer information, Supplier shall follow Routes North’s then-current customer contact procedures (defined below) (and to be clear, Supplier will not reject the booking). The parties may mutually agree that a specific Product is subject to “On Request Booking,” in which case Supplier may accept or reject a booking request for the Product before the Customer receives confirmation from Routes North. For On Request Bookings, Supplier agrees to accept or reject the booking request within forty-eight (48) hours. If Supplier accepts the request, the Product will be deemed purchased and confirmed.

Supplier will manage Product bookings, including without limitation accepting, rejecting and confirming Product bookings, using the interface made available by Routes North. Supplier will keep Product availability current at all times.

All bookings not rejected by Supplier or Supplier’s technology provider through an interface made available by Routes North will be deemed accepted by Supplier. If a Customer is able to book a particular Product because Supplier appears to have availability for such Product through the Routes North interface, Supplier will accept such booking. If booking through the Routes North interface becomes disabled, regardless of fault and with or without notice, Supplier agrees to immediately revert to managing booking confirmations either through emailed booking confirmations sent from Routes North or through other technology made available by Routes North.

Supplier will notify Routes North of any changes (e.g., changes to itineraries or timings), cancellations (e.g., tour cancellations, sold-out dates) and any other updates with respect to Products at least six (6) months in advance. If such advance notice is not possible, Supplier will notify Routes North immediately upon becoming aware of such changes, cancellations or updates. If Supplier does not notify Routes North in advance of such changes, cancellations and updates and Routes North refunds Customers for the applicable Products as a result of the changes, cancellations or updates, Supplier agrees to compensate Routes North for all amounts forfeited by Routes North and pay reasonable amounts for Routes North’s efforts.

Cancellation and No-Show Policy: For each Product, Supplier will adhere to Routes North’s cancellation policy as set forth on the Routes North.com website at the time of Product booking. Notwithstanding the foregoing, in any event, Supplier will not impose a more restrictive cancellation policy on Routes North Customers than that which Supplier imposes upon customers booking directly with Supplier or through any third party (including without limitation through coupons, deal-of-the-day or flash sale websites, or any other distribution channel) (the “Supplier No Show Policy”). Unless cancelled by Routes North, all Products booked by Customers through the Distribution Channels will remain available to the Customers in accordance with the Supplier No Show Policy. Supplier will use commercially reasonable efforts to accommodate Customers arriving after any no-show cut-off time.

Supplier Interaction with Routes North: Supplier’s use of Routes North tools, interfaces, application programming interfaces, extranets, computer software and any other Routes North technology (collectively, the “Routes North Technology”) is subject to and conditioned on Supplier’s compliance with the terms and conditions of this Agreement, including without limitation this Attachment. Supplier or its third party service providers shall access and use the Routes North Technology in accordance with the applicable documentation for such Routes North Technology and any written instructions received from Routes North. Routes North may suspend Supplier’s and/or its third party service providers’ access to and use of Routes North Technology at any time if Routes North believes that Supplier and/or its third party service providers’ are in breach of the Agreement (including without limitation Supplier’s representations and warranties in the Agreement). Supplier shall be responsible for the compliance of its third party providers with the terms and conditions of this Attachment and shall be liable for any breach of this Attachment by such third party providers. Supplier acknowledges and agrees that Routes North owns all right, title and interest in and to the Routes North Technology and reserves all rights not granted herein. Supplier shall not, and shall not permit any third party to, (a) copy (except for a reasonable number of archival copies), modify, adapt, transfer, distribute, resell, rent, lease, sublicense or loan the Routes North Technology or create or prepare derivative works based upon the Routes North Technology or any part thereof, (b) use the Routes North Technology in a service bureau, or application service provider environment, or in any commercial time share arrangement or otherwise use or make available the Routes North Technology or any part of the Routes North Technology for the benefit of any third party, or make the Routes North Technology or any part of the Routes North Technology publicly available for download or use via an internet website, (c) use the Routes North Technology in contravention to any applicable laws or government regulations, or (d) decompile, disassemble or otherwise reverse engineer the Routes North Technology.

Supplier (and not Routes North) is responsible for obtaining, maintaining and configuring all telecommunications, broadband, computer and other hardware, equipment, software and services needed to access and use the Routes North Technology, and paying all charges related thereto. If Supplier intends to engage a third party service provider to obtain, maintain and configure Supplier’s access to the Routes North Technology, Supplier will notify Routes North in advance, and Supplier assumes responsibility for actions taken by such third party and such third party’s compliance with this Attachment.

Supplier Interactions with Customers: If Supplier needs to contact a Customer, Supplier shall use only the interface made available by Routes North, unless agreed to otherwise by Routes North.

Customer Redemption: If Supplier requires a voucher or confirmation of purchase, Supplier will accept an electronic voucher for each Product sold by Routes North or through one of Routes North’s Distribution Channels. If Supplier cannot accept electronic vouchers for a certain Product, Supplier must request approval from Routes North and Routes North may in its sole and absolute discretion waive the electronic voucher requirement, which waiver may be provided by Routes North by e-mail.

Additional Restrictions: Supplier is not authorized to systematically analyse, scrape or otherwise extract information or data (including without limitation guest reviews) from the websites of Routes North or the Routes North group of companies, or any Routes North affiliate. Supplier is not authorized to publicly display on Supplier’s websites any of the content, text, images, materials, videos or other materials displayed on the websites of Routes North or the Routes North group of companies or any Routes North affiliate (other than the Supplier Content) or any part of the websites of Routes North, the Routes North group of companies, or any Routes North affiliate.

Attachment 4

Code of Conduct

Each Supplier of products, services, tours, excursions, activities, venues, accommodations and ancillary services (“Products”) to Routes North are required to comply with this Supplier Code of Conduct for the duration of the Supplier’s relationship with Routes North.

Routes North may update this Supplier Code of Conduct from time to time in Routes North’s sole discretion and, in such event, Routes North shall provide Supplier with an updated copy of this Supplier Code of Conduct.

General

In addition to the other obligations set forth herein, Supplier is responsible for and shall:
– comply with all laws, rules, regulations and guidelines relating to Supplier’s business, including without limitation fire safety, public health and personal security and maintain all required licenses, certifications, permits and other registrations required for the conduct of Supplier’s business;

– ensure the safety of participants by implementing best industry standard safety and emergency practices and procedures and requiring that all risks and potential hazards of a Product are clearly advised to participants; all participants must be fully briefed and must sign appropriate acknowledgements and releases before any activities are commenced and such briefings shall disclose and highlight any special risks or hazards posed by pre-existing medical conditions as well as highlight the level of physical fitness required to undertake an activity;

– ensure that all Products are provided to participants in accordance with best industry practices and standards and that all staff used by Supplier are properly trained and possess the necessary licenses, certifications, skills and experience required to perform their position, including, if applicable, possessing first aid and lifesaving certifications

Products and Operation of Supplier’s Business

Transportation

If any part of a Product involves participants travelling by motorized vehicle, Supplier shall also ensure that:

– Supplier has a valid current motor vehicle insurance policy for each of the vehicles used and a general liability policy covering Supplier’s operations.

– All operators of vehicles should have valid licenses for the category of vehicle that they are driving and all vehicles shall be registered as required under applicable law.

– Operators of vehicles are prohibited from using cell phones or other mobile devices while operating the vehicle.

– Records of maintenance checks are kept and show that each vehicle undergoes checks as required under local laws, rules and/or regulations.

– Drivers are trained in Emergency procedures, Fire prevention and first aid provision

– Emergency procedures are documented and all drivers, and relevant office-based personnel, have been trained in and/or have access to documented emergency procedures. These procedures should detail action to be taken in the event of a vehicle breakdown, road traffic accident and other emergencies.

Venues

If any part of the Product requires the use of a venue, Supplier shall also ensure that:

– Supplier has a valid current general liability policy covering Supplier’s operations.

– The premises has a valid fire certificate issued by the local fire authority.

– Supplier regularly checks all equipment, including all fire extinguishers and equipment and all gas, electrical, sound, lighting, security and other equipment as required by local laws or regulations.

– Personnel are provided to control unauthorized access, to ensure that maximum occupation limits are not exceeded, assist in emergency evacuation procedures, and to deal with unruly behavior and general people management.

– Supplier and the venue complies with all applicable laws regarding disabled persons and consideration should be given to the access in all areas for the disabled visitor.

Motorized Vehicles

If any part of the tour or activity involves a motorized vehicle such as a motor vehicle, ATVs, moped, quad bikes, or similar, the Supplier shall also ensure that:

– Supplier has a valid current motor vehicle insurance policy for each of the vehicles used and a general liability policy covering Supplier’s operations

– Participants driving the vehicle have valid licenses and/or permits as are required to operate the vehicle.

– Participants are not intoxicated or under the influence of drugs.

– Safety briefings are given to participants before each excursion.

– A vehicle operation briefing is given to participants before each excursion

– Safety equipment should comply with applicable law and best industry standards, for example,

• Helmets must be provided.
• Roll cage/bars must be integral and not retro fitted, must be of sufficient height above the seating that passengers’ heads do not project beyond the cage frame and must be covered with impact protectors such as foam or other suitable material, to prevent head or body injuries.
• All seats must be securely fixed, bolted or welded to the floor or upright pillars (as appropriate for the vehicle) and should be in good condition.
• Seat belts must be integral as per the manufacturer’s fitment using reinforced or load spreading mounting points and must be in good condition and be fully operational.

– There is a suitable means of communication must be provided to allow contact to be maintained between the lead and tail vehicles (guides) as well as between the guides and the excursion operators base.

-Arrangements are made for the guide vehicle to be able to contact the emergency services or other assistance if necessary. This can be by radio, walkie-talkie or mobile phone.

Boat Excursions, Watersports, Scuba Diving

If any part of the Product involves a boat excursion, watersports, or scuba diving, Supplier will also ensure that:

– Supplier has a valid current insurance policy for each of the vessels used and a general liability policy covering Supplier’s operations

– Each vessel is registered with the relevant authorities, including maximum number of passengers and crew, and is licensed to operate for the purpose of the Product.

– Boats and water sport equipment should be maintained in a seaworthy condition at all times to ensure that it would pass a safety inspection, which could take place at any time.

– Participants hold the required or appropriate certifications to participate in the activity and are not are not intoxicated or under the influence of drugs.

For boats:

• Checks on items such as emergency equipment are made before every trip
• Radio and navigational equipment checks are made when a vessel leaves the port/mooringarea.
• Records are kept of all checks that take place
• Evidence is provided that routine vessel inspections e.g. servicing engines/equipment/lifeboats/life saving equipment, are being carried out.

– Watersports are carried out in an appropriate area and all equipment must be in good condition and fit for purpose.

– Supplier delivers an appropriate safety briefing to all participants at the start of the activity.

– Emergency procedures are documented and Supplier staff is trained in emergency procedures.

– Where there are life boats/life rafts there are sufficient spaces to accommodate all passengers and crew, such that if one raft is lost or rendered unserviceable, there is still sufficient capacity in the remaining rafts.

– There are sufficient lifejackets on board for the total capacity of the boat including the crew and are of a type which has been tested and approved by a safety authority within the country.

– Lifejackets are stowed in positions where they are easily located, within a store and protected from the elements.

– There is a supply of distress flares and rockets, which are within their expiry date in accordance with local regulations.

– There is a ship to shore/ship to ship communication system i.e., radio/telephone. Ideally there should be two (although one will suffice) independent means of transmitting and receiving emergency radio messages and at least one crewmember should be trained how to use it.

-A Global Positioning System or other means of establishing the position of the vessel should be fitted.

– All staff should have valid lifesaving certification.

Excursions by Air

If any part of the Product involves an excursion by air (including by helicopter, fixed wing or hot air balloon), Supplier will also ensure that:

– Supplier has a valid current insurance policy for each of the aircraft used and a general liability policy covering Supplier’s operations.

– All pilots hold a valid US Federal Aviation Administration (FAA) (or equivalent) pilot’s license for flying the aircraft and for which an appropriate rating is held.

– All pilots meet the FAA or equivalent body’s requirements.

– A safety briefing is given to all participants before the excursion commences.

– Air excursions by nature are potentially dangerous activities; all participants are made aware of the risks involved.

Excursions with Animals

If any part of the Product involves viewing or otherwise interacting with animals, Supplier will also ensure that:

– Supplier has a valid current general liability insurance policy covering Supplier’s operations.

– All animals are routinely examined by a veterinarian and have received all appropriate shots and vaccinations.

– The animals do not have a prior history of injuring participants.

– All animals will be treated humanely.

– The activity does not involve physical contact between participants and wild animals, whether theanimals are in captivity or in their natural habitat.

• Wild animals are defined as those that are not normally bred for domestic purposes.
• Certain exceptions may include feeding animals in captivity, touch pools in aquariums, and participating in the essential care of endangered animals in a volunteer or educational setting. Supervision or official oversight of these activities is required.