Patagonia

COLLABORATION AGREEMENT FOR TRAVEL & ITINERARY PARTNERS

SAFARI DEAL LIMITED

and

TRAVEL PARTNER

Table Of Contents
1	INTERPRETATION	1
2	COMMENCEMENT AND DURATION	6
3	MUTUAL APPOINTMENT	6
4	THE SERVICES & ACCOUNT TYPES	6
5	OBLIGATIONS OF THE PARTIES	7
6	SUBSCRIPTION FEES, REFERRALS & COMMISSIONS	9
7	LICENSING, REGISTRATION AND COMPLIANCE	11
8	COMPLAINTS	11
9	ADVERTISING & IP	12
10	CONFIDENTIALITY	12
11	NON-CIRCUMVENTION	13
12	TERMINATION	13
13	DATA PROTECTION	14
14	LIMITATION OF LIABILITY	16
15	OTHER	17
16	BREXIT	19

THIS AGREEMENT is dated (the “Agreement“)

BETWEEN

SAFARI DEAL LIMITED (company no. 11040155) whose registered address is 4 Deepdene Vale, Dorking, United Kingdom, RH4 1NL (“Safari Deal“); and
TRAVEL PARTNER (company no. 00000 ) whose registered address is XXXX (“Travel Partner”)
together the “Parties” and each is a “Party“

RECITALS

Safari Deal operates as an online aggregator and the owner of a branded online marketing platform which enables third parties to market and sell their respective safari tours, packages, itineraries, and their associated services (the “Safari Deal Platform“). The Safari Deal Platform therefore functions as a blend between an online shop window for safari operators and related service providers and a comparison service for customers.
TRAVEL PARTNER is a provider of travel or itinerary services (or an associated service to these) and wishes to register as a formal, trusted partner on the Safari Deal Platform for the purposes of marketing and separately selling its services using the shop-window provided by Safari Deal (as a Travel Partner).
Both Parties acknowledge and agree that there is a significant benefit to the Travel Partner from having its services displayed in an interactive and customisable way for consumers on the Safari Deal Platform. These significant benefits include marketing, being part of the Safari Deal community and network, having access to Safari Deal strategic partners, and of course transacting business with Safari Deal website visitors or contacts who make a formal enquiry through the Safari Deal Platform.
In return for these benefits the Travel Partner agrees to remunerate and reward Safari Deal under the terms of this Agreement. The reward structure shall take the form of different kinds of referral payments derived from a formula set out in clause 6.2.
It is a fundamental feature of the relationship between Safari Deal and its Travel Partners that Safari Deal does not and shall not sell or transact with customers on behalf of the Travel Partner. Safari Deal in no way acts as an agent or legal representative of a Travel Partner nor does it have the authority or capacity to enter into binding legal agreements for the Travel Partner.

IT IS HEREBY AGREED

INTERPRETATION
1. The following definitions apply in this Agreement:

“Agreed Purposes”:	the collaboration by both Parties in order to maximise the benefits to each flowing from the Appointments made pursuant to clause 3 and the Services and the Safari Deal Platform at the heart of this Agreement;
“Business Day”:	a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
“Brexit”:	the United Kingdom (UK) ceasing to be a member state of the European Union and ceasing to be subject to any transitional arrangements which substantively treat the UK as a member state of the European Union;
“Commission”	A form of direct commission which is not a Platform Enquiry or an Other Enquiry which results in an actual sale, benefit-in-kind or other forms of business enjoyed by a Travel Partner as a result of Safari Deal’s introduction or referral to the Travel Partner.
“Complaint”	means any oral or written expression of dissatisfaction, whether justified or not, from or on behalf of a Customer or Prospective Customer, about any product or service offered or provided by an Safari Deal or Travel Partner as the case may be which has resulted in any loss, distress or material inconvenience to the Customer or Prospective Customer;
“Confidential Information”	means all knowledge and information relating to the trade, business, activities, operations, organisation, finances, processes, dealings, specifications, methods, designs, formulae and technology of and concerning the Parties, including but not limited to any exchange of information written or oral, involving financial information, personal or corporate names, contracts initiated by or involving the Parties, and any addition, renewal, extension, roll-over, amendment, renegotiation, or new agreement thereof;
“Control”	has the meaning set out in section 1124 of the Corporation Tax Act 2010;
“Customer”	means any customer or prospective customer of the Travel Partner who is deemed to accept the Safari Deal Terms of Use and makes a Platform Enquiry;
“Data Protection Law”	means (i) the Data Protection Act 2018 or any successor legislation in the UK (ii) the General Data Protection Regulation ((EU) 2016/679) and any other directly applicable European Union regulations (for so long as and to the extent that the law of the European Union has legal or equivalent effect in the UK or equivalent legislation in the UK after Brexit) which apply to a Party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and (iii) any corresponding or relevant data protection laws applicable in the jurisdiction where the Travel Partner is domiciled or wishes to provides its products and services;
“Effective Date”	the date upon which the last of the parties to this Agreement signs it;
“Force Majeure Event”	has the meaning ascribed in clause 15;
“Intellectual Property Rights\|”	all vested contingent and future intellectual property rights including but not limited to goodwill, reputation, rights in confidential information, copyright, Marks, service marks, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, design rights, patents, know-how, trade secrets, inventions, get-up, database rights (whether registered or unregistered) and any applications or registrations for the protection of these rights and all renewals and extensions thereof existing in any part of the world whether now known or in the future created;
“Law”	means any applicable Act of Parliament in the UK (as amended, extended or re-enacted), subordinate legislation, regulatory policy, industry code, guidance or requirements applicable to the relevant Party including applicable foreign laws and laws relevant to a particular Travel Partner with respect to the conduct of its business in the jurisdiction(s) in which it is marketing products or services via the Safari Deal Platform;
“Marks”	means any logo, trading name, registered company name or other brand or company identification mark whether registered as a trademark or not;
“Material Breach”	means any significant default, failure or breach of a term whether through an act or an omission as judged to be so by Safari Deal acting reasonably;
“Other Enquiry”	an introduction made in the form of a formal enquiry made via phone, messaging service or email outside of and unconnected to a Platform Enquiry but nevertheless attributable primarily to Safari Deal’s introduction-services or other efforts to direct a Safari Deal Customer to the Travel Partner
“Permitted Recipients”	the parties to this Agreement, the employees of each Party, any third parties engaged by a Party to perform obligations in connection with this Agreement and their successors and assigns in each case;
“Platform Enquiry”	an introduction made in the form of a formal enquiry made or submitted by a Safari Deal Customer to the Travel Partner through the Safari Deal Platform (per enquiry);
“Referral Fee”	means any sum payable for the following: (i) Platform Enquiries – each formal enquiry made or submitted by a Safari Deal Customer to the Travel Partner through the Safari Deal Platform (per enquiry) (a “Platform Enquiry”), (ii) Other Enquiries – each formal enquiry made via phone, messaging service or email outside of and unconnected to a Platform Enquiry but nevertheless attributable primarily to Safari Deal’s introduction-services or other efforts to direct a Safari Deal Customer to the Travel Partner (an “Other Enquiry”); in both cases as set out using formulae provided in clause 6.2
“Relevant Advertising”	means any publicly displayed information or communication distributed or uploaded by either Party in connection to or pursuant to the Agreed Purposes and this Agreement including any: (a) letters, text messages, posts, social media content or e-mails;(b) webpages; and/or(c) text or image-based advertisements procured or placed by either Party;
“Services”	means the range of customer services, marketing, travel partner support, back-office and any other services which are incidental or ancillary to providing the Safari Deal Platform;
“Shared Personal Data”	the personal data to be shared between the parties under this Agreement. Shared Personal Data shall be confined to contact information, locational information and other basic identifiers of living individuals connected to, coming from or representative of a Customer or Safari Deal or XXXX Ltd;
“Safari Deal Customer”	means an individual user of the Safari Deal Platform or related services (such as advice or recommendation provided outside the Safari Deal Platform as the case may be) irrespective as to whether that individual has personally accessed the Safari Deal Platform or whether he or she is represented by another person or persons or club or group for the purpose of making travel plans;
“Subscription Fee”	means a subscription fee due and payable by a Travel Partner to Safari Deal in respect of the type of account held by the Travel Partner for the Safari Deal Platform – this will be informed by the level of services being supplied by Safari Deal and the grade of membership applied for, ranging from free (£0) for a basic account up to [£30 plus VAT] for a premium account;
“Travel Partner”	means any third Party engaged in the provision of safaris, tours, holiday packages, or itineraries or services associated with these and who registers as either a travel partner or itinerary partner with Safari Deal;

1.2. A reference to writing or written includes e-mail.

COMMENCEMENT AND DURATION
1. This Agreement shall commence on the Effective Date and shall continue for a rolling and indefinite term, until the Agreement is ended either with three month’s written notice (without cause) by either Party or earlier (with cause) in accordance with clause 12.

MUTUAL APPOINTMENT
1. The Travel Partner appoints Safari Deal on a non-exclusive basis to introduce new business to it via the Safari Deal Platform and Safari Deal appoints and accepts the Travel Partner as a formal, trusted partner and registered account-holder on the Safari Deal Platform.
2. Nothing in this Agreement shall oblige Safari Deal to provide Safari Deal Customers to the Travel Partner (or influence in any way the booking choices or numbers of persons making an enquiry on the Safari Deal Platform). The Travel Partner acknowledges that Safari Deal shall enter into similar arrangements with other travel companies, tour operators and itinerary providers precisely to expand the attractiveness of the Safari Deal Platform and extend the community of travel partners and Safari Deal Customers using the Safari Deal Platform and related services.

THE SERVICES & ACCOUNT TYPES
1. For the collaboration envisaged by this Agreement to be successful, the parties agree to perform respective obligations and duties.
2. Travel Partners shall be eligible in return for payment of the appropriate Subscription Fee to choose from basic-accounts or premium accounts on the Safari Deal Platform.
3. Basic Accounts – In return for the payment of Referral Fees and Commissions set out in clause 6 plus the Travel Partners’ continuing discharge of its obligations under this Agreement, Safari Deal shall ensure that the Travel Partner receives:
  1. a business page listing at https://safarideal.com/travel-partner/[name of travel partner] which contains:
    - profile
    - company information
    - photos, videos, maps
    - reviews
    - up to five itineraries / products (where developed and available)
  2. all Platform Enquiries and Other Enquiries generated from an itinerary page relating to that Travel Partner (these referrals will go directly to the Travel Partner, who may regard the maker of the enquiries as its client from the point of referral onward).
4. Premium Accounts – Travel Partners with premium accounts shall be entitled to the following additional features (not available to basic account holders) including:
  1. Google Analytics tools;
  2. priority reference from enquiries submitted via the general enquiries, landing and destination pages;
  3. special mention in email campaigns and,
  4. opportunities to place advertisements on main website pages.

OBLIGATIONS OF THE PARTIES
1. Safari Deal shall:
  1. provide and maintain the Safari Deal Platform in pursuance of the Agreed Purposes;
  2. from time to time enhance and improve the Safari Deal Platform where economic and practical to do so;
  3. share all content provided by the Travel Partner for use and display on the Safari Deal Platform (provided it is accurate, comprehensive, capable of uploading, is in intelligible form and complies with all Laws);
  4. positively endorse the Travel Partner when the opportunity arises in correspondence or communication with Safari Deal Customers;
  5. provide opportunities – when and if available – for the Travel Partner to further market and promote its product and services via trade shows, search engine optimisation, pay per click, social media posts and campaigns, and occasional blogs;
  6. enable access for the Travel Partner to the wider community of Safari Deal Customers, stakeholders and other travel and itinerary partners including certain strategic partnerships Safari Deal enjoys (currently including Bokun, WETU, destination services, public relations firms or agencies or key tourist board contacts in different localities);
  7. act in good faith with respect to the use of the Safari Deal Platform and in the making and submission of Platform Enquiries, Other Enquiries and referrals which lead to Commissions;
  8. ensure that Safari Deal Customers are made aware of and deemed to be bound by any terms of use relating to the Safari Deal website;
  9. ensure that Safari Deal Customers are fully aware that
    - at the point of making a Platform Enquiry or Other Enquiry they are not dealing with, negotiating or contracting with Safari Deal and
    - Safari Deal is not an agent or representative of the Travel Partner nor is in a legal partnership or joint venture with the Travel Partner
    - if their enquiry converts it into a successful sale or transaction for a product or service the Safari Deal Customer is contracting only with the Travel Partner and has no recourse, complaint, claim or concern with Safari Deal; and,
  10. ensure any Safari Deal employees, agents, consultants, advisers, or subcontractors acting on its behalf have the skills and experience required to properly perform the tasks assigned to them for the proper functioning of the Safari Deal Platform.
2. The Travel Partner shall:
  1. maintain their own business page listing with relevant and accurate content;
  2. adhere to any content requirements or formats prescribed by Safari Deal;
  3. follow any image sizing and resolution requirements (such that blurred or defective images supplied may be rejected by Safari Deal in its discretion);
  4. accept that as owners of the Safari Deal Platform, Safari Deal shall have the final say on all content-decisions and shall retain editorial control of all content displayed or published (and accordingly may amend content or materials supplied by the Travel Partner to Safari Deal);
  5. act in good faith at all times with respect to their own business page listing and shall not try to manipulate, interfere or game the workings of the Safari Deal Platform and shall not seek to re-prioritise any search functionality or the outputs of searches (for example the practice of keyword loading or stuffing);
  6. incorporate or refer to only those affiliations, memberships or networks that the Travel Partner actually (and currently) belongs to;
  7. hereby represent and warrant that it has the full permission or authority of any third-Party affiliation, membership organisation or network (e.g. ABTA) prior to using same on the Safari Deal Platform;
  8. hereby represent and warrant that it owns or otherwise has the full, unencumbered right, entitlement and/or licence to use all Intellectual Property Rights associated with its business page listing and any related materials supplied to or displayed by Safari Deal (this extends to all brands, logos, video clips, titles, and personal images);
  9. ensure insofar as possible that the use of all content and all materials supplied to or displayed by Safari Deal does not and will not infringe the Intellectual Property Rights of any third Party anywhere in the world;
  10. fully indemnify and hold harmless Safari Deal for any liability incurred by Safari Deal to third parties for any use of the Travel Partner’s Marks (or other intellectual property rights) which infringe any third-Party intellectual property rights arising from their display or use by Safari Deal through the Safari Deal Platform or otherwise;
  11. on the expiry or termination of this Agreement forthwith to cease and desist from using Safari Deal’s Marks or other Intellectual Property Rights for any purpose;
  12. maintain its account and records with Safari Deal by providing all information prescribed or requested by Safari Deal and updating this from time to time so that at all times it is accurate and up to date, including but not limited to:
    - name of account manager and other key contact points
    - email address (and twitter, instagram and linkedin handles and contacts)
    - mobile phone numbers
    - company registration document in the relevant jurisdiction
    - relevant certifications and accreditations where required
  13. maintain high levels of customer services for all persons who make a Platform Enquiry or otherwise contact the Travel Partner in whole or in part because of any information gained through the Safari Deal Platform. Specifically, the Travel Partner shall acknowledge all communications made within the same day (within 24 hours) and shall substantively reply to that communication within [3] days from receipt;
  14. continuously self-check the status and activity-log for a particular Platform Enquiry (on no less than a daily basis) and shall update their bespoke Safari Deal dashboard with any changes to the status of that enquiry (so that it is at all times accurate upon inspection by Safari Deal); and,
  15. not do anything or permit anything to be done by or on behalf of the Travel Partner which would bring the name, standing, reputation, the Services, Safari Deal or the Safari Deal Platform into disrepute.
3. Nothing in this Agreement is intended to, or shall be deemed to, commit Safari Deal to making a guaranteed number or frequency of Platform Enquiries nor does it establish any legal partnership or joint venture between the Parties, or constitute part of the service of either Party provided (or to be provided) to a third Party, or give authority for either Party to act as an agent for or bind the other Party in any way.
4. Neither Party shall make, negotiate or enter into any contracts or commitments or incur any liability for or on behalf of the other.

SUBSCRIPTION FEES, REFERRALS & COMMISSIONS
1. The Travel Partner shall pay all Subscription Fees promptly when these are invoiced by Safari Deal. Safari Deal reserves the right to increase (but not decrease) Subscription Fees in line with inflation measurable by reference to the Consumer Price Index applicable in the UK (where Safari Deal is domiciled).
2. Subject to any exceptions set out in this Agreement, the Travel Partner shall pay Safari Deal a Referral Fee or Commission for each of the following forms of introduction and referral as the case may be, based on the following pre-agreed formulae:
  (i) Platform Enquiry 1: Referral Fee for itinerary enquiry = 0.8% x number of persons referenced in the enquiry x value of itinerary
  (ii) Platform Enquiry 2: Referral Fee for travel partner enquiry= 0.8% x number of persons referenced in the enquiry x per travelling person, per budget
  (iii) Other Enquiry: Referral Fee for enquiries made by phone or email outside the Platform Enquiry facility = 0.8% x number of persons referenced in the enquiry x value of the itinerary or travel partner booking
  (iv) Commission: for straight referrals leading to sales, benefits in kind or other business enjoyed by the Travel Partner = predetermined commission rate as a percentage % of the value of the sales, benefits in kind or other business enjoyed by the Travel Partner on a case by case basis (once sold or once accrued to the benefit of the Travel Partner)
3. All Subscription Fees, Referral Fees and Commission payments due are calculated and reconciled by Safari Deal on a monthly basis and invoices shall be issued accordingly.
4. Subscription Fees, Referral Fees, and Commissions shall be paid promptly upon presentation of the relevant invoice (and in all cases within [30] day payment terms) via online bank transfer unless otherwise agreed in writing between the Parties.
5. The Travel Partner agrees to maintain a minimum level of credit or balance of funds in their account with Safari Deal which shall not fall below the sum of $50 (USD) (or its equivalent in GBP) at any given time (“Minimum SD Credit”). This is only applicable to Travel Partners who have a special subscription with SafariDeal.
6. If for any reason the level of credit or balance of funds shall at any point fall below the Minimum SD Credit the system will prompt the Travel Partner to top up using specific pre-set amounts in the following denominations: $50, $150, $250 or $500. The Travel Partner must achieve the Minimum SD Credit within ten (10) business days of being notified by the system to top up.
7. Commissions shall not become due and payable by the Travel Partner until the Travel Partner receives the underlying consideration (in cleared funds) for any business transacted between the Safari Deal Customer and the Travel Partner.
8. Safari Deal shall not be entitled to receive a Commission where the basis or accuracy for the Commission is challenged in good faith (with cogent evidence for any assertions) by the Travel Partner.
9. Unless otherwise agreed the currency of Referral Fees, Commissions and Subscription Fees shall be [USD or GBP] and calculated on the basis of the rate of exchange applying on the date of the invoice raised.
10. Safari Deal agrees to repay to the Travel Partner any Referral Fee it has received in error or in respect of a Platform Enquiry or Other Enquiry where the submission of the particular enquiry proves to be defective, illegitimate or otherwise incorrect (where the Safari Deal Customer has inserted the wrong number of travellers into the form, or where the Travel Partner inadvertently pays Safari Deal twice for the same Platform Enquiry).
11. Safari Deal shall account for and pay to the appropriate authorities any taxation on sums payable or paid to it pursuant to this Agreement and hereby agrees to indemnify the Travel Partner for and against any liability to pay or to account for any such taxation.
12. The Travel Partner shall not be responsible for any expenses incurred by Safari Deal unless such expenses have been agreed in writing between the Parties in advance.
13. If the Travel Partner fails to make any payment due to Safari Deal under this Agreement by the due date for payment, then the Travel Partner shall pay interest on the overdue amount at the rate of 6% per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Travel Partner shall pay the interest together with the overdue amount.
14. The Travel Partner shall keep separate accounts and records giving correct and adequate details of all Platform Enquiries, Other Enquiries and referrals leading to Commissions received by the Travel Partner. The Travel Partner shall permit the duly appointed representatives of Safari Deal to inspect all such accounts and records and to take copies of them.

LICENSING, REGISTRATION AND COMPLIANCE
1. The Parties shall at all times (at its own expense unless expressly agreed otherwise) ensure that:
2. Each complies in all material respects with any Laws which apply to it and does so in such a way as facilitates compliance by the other Party with those Laws as they apply to the other Party;
3. Each shall take all appropriate advice, and, where required, is fully licensed, authorised and/or registered in accordance with all Laws applicable to any activities it undertakes and will not at any time act outside the terms of any of its licenses, permits or consents;
4. That all acquisition, processing and disclosure of personal data by each Party is done in compliance with the requirements of the Data Protection Law applicable in the relevant jurisdictions; and
5. Each shall comply with the Bribery Act 2010 and any other equivalent or applicable Laws relating to the prevention of bribery, including ensuring that it has in place adequate procedures to prevent bribery.
6. The Travel Partner shall promptly notify Safari Deal and shall keep Safari Deal informed of any material change to the way it operates its business, which shall extend to any change of control, or change to any authorisation or accreditation held by the Travel Partner or any breach or likely breach of this Agreement and/or any intended investigation or action by a government or regulator or court of which the Travel Partner is or becomes aware.

COMPLAINTS
1. If either Party becomes aware of a Complaint, it shall inform the other Party as soon as possible and in any event within 3 Business Days. The Parties shall provide each other with any reasonable assistance and information required to assist with the resolution of any Complaint.
2. If a Complaint has been made, or in Safari Deal’s reasonable opinion is likely to be made, which if upheld could result in financial loss or reputational loss to Safari Deal or to a Safari Deal Customer, Safari Deal may:
  1. by giving written notice to the Travel Partner withhold payment of any sums due or withhold the value of any balance held in the Travel Partner’s account with Safari Deal up to the amount of any reasonably estimated losses stemming from the Complaint (where held) until the Complaint is resolved, abandoned or settled; and,
  2. by giving written notice to the Travel Partner take custody of the matter and conduct all negotiations and proceedings with a view to resolution, settlement of the Complaint.

ADVERTISING & IP
1. Where either Party produces, changes, sends, publicly displays or otherwise deals with any Relevant Advertising, the content, specification, format, layout, method of distribution and all other matters relating to the Relevant Advertising must be agreed in writing before being produced, changed, sent, publicly displayed or otherwise dealt with.
2. Either Party shall immediately, and in any case within 3 Business Days upon receipt of a written notice from the other Party, remove from public display or alter any Relevant Advertising which, in Safari Deal’s reasonable opinion, is or has become in any way misleading or contrary to any applicable Law or the Agreed Purposes or which is likely to damage either Party’s reputation.
3. The Parties agree that in respect of this Agreement all rights relating to Safari Deal’s Marks, other Intellectual Property Rights (with respect to the Safari Deal Platform and any code, software or special features), including any goodwill associated with the Marks, shall be the sole and exclusive property of Safari Deal, and at no point shall the Travel Partner acquire any rights in the Marks, nor in any developments, evolutions or variations of them.
4. The Parties agree that in respect of all rights relating to the Travel Partner’s Marks, including any goodwill associated with the Marks, shall be the sole and exclusive property of the Travel Partner and Safari Deal shall not acquire any rights in the Marks, nor in any developments or variations of them.
5. In pursuance of the Agreed Purposes and specifically in order to produce, send or publicly display any Travel Partner Marks or related Intellectual Property Rights, the Travel Partner grants a non-exclusive, non-transferrable, royalty free, licence to Safari Deal to use the Travel Partner’s Marks and any other relevant Intellectual Property Rights for the attainment of the Agreed Purposes, the discharge of this Agreement and the ongoing needs of the Safari Deal Platform.

CONFIDENTIALITY
1. Subject to any agreed Relevant Advertising pursuant to clause 9 the Parties shall keep confidential and shall not use or disclose or attempt to use or disclose directly or indirectly, to any third Party the commercial contents of this Agreement or any Confidential Information which comes to their knowledge before or during the continuance of this Agreement, without the prior specific written consent of the Party providing such information.
2. Each Party may disclose the other Party’s Confidential Information:
  1. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement, provided it procures that the individuals to whom it discloses comply with this clause 10; and
  2. as may be required by any Law, court of competent jurisdiction or governmental or regulatory authority.
3. The restrictions set out herein in respect of confidentiality shall apply both during the term of this Agreement and for 6 years after the termination or expiry of this Agreement but shall cease to apply to information or knowledge which has in its entirety become public knowledge otherwise than through any unauthorised disclosure or other breach by either Party.

NON-CIRCUMVENTION
1. General – The Parties respectively and irrevocably agree that they shall not, directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass, or obviate each other’s economic interest, moral rights and entitlements with respect to Safari Deal Customers.
2. The Travel Partner hereby agrees not to bypass (or seek to bypass or passively permit a Safari Deal Customer to bypass) the interests of Safari Deal when receiving, progressing or pursuing an enquiry in respect of a safari or itinerary or related product or service as the case may be when that Travel Partner knows or should know that an enquiry has originated from the introduction or recommendation of Safari Deal.
3. Specific Covenant – During the term of this Agreement (and for 12 months after termination for whatever reason), the Travel Partner shall not (i) transact business with, or (ii) introduce another service provider to, any Safari Deal Customer with the purpose or result of circumventing, preventing or denying a Referral Fee or Commission to Safari Deal (either for the Travel Partner’s own services or for those of another service provider whom Safari Deal could have referred to the Safari Deal Customer).

TERMINATION
1. Without affecting any other right or remedy available to it, either Party may terminate this Agreement “for cause” with immediate effect by giving written notice to the other Party if:
  1. the other Party commits a Material Breach of any term of this Agreement which is irremediable or (if remediable) which the Party fails to remedy within 10 Business Days after being notified in writing to do so;
  2. the other Party undergoes a change of Control which in Safari Deal’s reasonable opinion is likely to have a material adverse effect on the performance of this Agreement or on the standing or reputation of either Party;
  3. the other Party breaches any Law which triggers any right to enforcement action by any regulator, enforcement agency, supervisory authority, government department or non-departmental public body;
  4. there is a publication by any bona fide media outlet concerning the other Party which, in the reasonable opinion of the first Party, may materially adversely affect the reputation and/or business of either Party or of a Customer; or
  5. the other Party is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs; or
  6. the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
2. In the event of termination of this Agreement for any reason:
  1. within 5 Business Days of such termination each Party shall return (or, at the other Party’s option, destroy) all Confidential Information under its control with all photocopies;
  2. immediately, and in every case within 5 Business Days, all Relevant Advertising shall be removed from where it is known to be on display; and,
  3. all Referral Fees, Commissions and Subscription Fees owed up to the date of termination shall be invoiced and paid by the Travel Partner without excuse or delay unless any Referral Fees or Commissions became due or payable within 12 months after termination of this Agreement (in which case the relevant Referral Fee or Commission shall be payable at that time notwithstanding termination of the Agreement).
3. Termination of this Agreement shall not affect any accrued rights (for example to enforce or claim damages in line with normal limitation periods), remedies (for breach of the Agreement), obligations or liabilities of either Party at the date of such termination.

DATA PROTECTION¹
1. Shared Personal Data. The provisions which follow set out the framework for the sharing of personal data between the parties as joint data controllers who collaborate for the purposes of the Safari Deal Platform. There will be some occasions where Safari Deal acts as data processor for a Travel Partner in the specific context of displaying the business listings page for that Travel Partner which the Travel Partner maintains and keeps up to date at all times. Each Party acknowledges that Safari Deal (the Data Discloser) will regularly disclose to the Travel Partner (the Data Recipient) Shared Personal Data collected by the Data Discloser through the Safari Deal Platform (in the form of Platform Enquiries or other Enquiries or referrals leading to Commissions) for the Agreed Purposes. Each Party shall:
  1. ensure that it has all necessary consents and privacy notices in place to enable lawful transfer of the Shared Personal Data to the Data Recipient for the Agreed Purposes;
  2. give full information to any data subject whose personal data may be processed under this Agreement of the nature such processing;
  3. process the Shared Personal Data only for the Agreed Purposes;
  4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
  5. ensure that all Permitted Recipients are subject to confidentiality obligations;
  6. ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
  7. not transfer any personal data received from the Data Discloser outside the EEA unless the transferor.
  8. complies with the provisions of Article 26 of the GDPR (in the event the transferee is a joint controller); and
  9. ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
2. Compliance. Each Party shall comply with the Data Protection Law and agrees that any Material Breach of the Data Protection Law shall, if not remedied within 30 days of written notice from the other Party, give grounds to the other Party to terminate this Agreement with immediate effect.
3. Mutual assistance. Each Party shall assist the other in complying with all applicable requirements of the Data Protection Law. In particular, each Party shall:
  1. keep the other Party up to date about any change in lawful basis or any updates in relation to data protection law in its primary jurisdiction which may impact the Shared Personal Data;
  2. promptly inform the other Party about the receipt of any data subject access request;
  3. provide the other Party with reasonable assistance in complying with any data subject access request;
  4. not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other Party wherever relevant to do so;
  5. assist the other Party, at the cost of the other Party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
  6. notify the other Party without undue delay on becoming aware of any breach of the Data Protection Law;
  7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this Agreement unless required by law to store the personal data;
  8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
  9. maintain complete and accurate records and information to demonstrate its compliance with this clause; and
  10. provide the other Party with contact details of an employee as point of contact and responsible manager for all issues arising out of the Data Protection Law.
4. Indemnity. Each Party shall indemnify the other against all claims and proceedings and all liability, loss, costs and expenses incurred by the other as a result of any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused to them as a result of any breach by the other Party of the Data Protection Law by that Party, its employees or agents, up to a limit of £1,000,000 in all circumstances, provided that the indemnified Party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.

LIMITATION OF LIABILITY
1. Nothing in this Agreement shall limit or exclude the liability of either Party:
  1. for death or personal injury resulting from its negligence or that of its employees, agents or subcontractors;
  2. for fraud or fraudulent misrepresentation;
  3. under any express indemnity contained in this Agreement (such as in clause 5.2 and 13.4); or
  4. for any other liability which may not lawfully be excluded or limited.
2. Save for clause 14.1, either Party’s total liability arising under or in connection with this Agreement or its subject matter, whether arising in contract, tort (including negligence) restitution, misrepresentation, or otherwise shall be limited, in aggregate, to £100,000.
3. Subject to clause 14.1 above:
  Neither Party shall under any circumstances whatever be liable to the other, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for:
  1. any loss of profit, sales, revenue, or business;
  2. loss of anticipated savings;
  3. loss of or damage to goodwill;
  4. loss of agreements or contracts;
  5. loss of use or corruption of software, data or information;
  6. any loss arising out of the lawful termination of this Agreement or any decision not to renew its term, or
  7. any loss that is an indirect or secondary consequence of any act or omission of the Party in question.
4. Unless a Party notifies the other Party that it intends to make a claim in respect of an event within the notice period, the other Party shall have no liability for that event. The notice period for an event shall start on the day on which the Party wishing to make a claim became, or ought reasonably to have become, aware of the event having occurred and shall expire six months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.
5. Safari Deal shall in no way be liable to the Travel Partner or to any Safari Deal Customer or any other client or contact arising from any information present or missing from the Safari Deal Platform relating to a product or service.
6. For any travel or itinerary product or service offered for promotion or sale by a Travel Partner (whether or not through the Safari Deal Platform) the Travel Partner hereby accepts now and in future:
  1. such product or service is owned and delivered by the Travel Partner and is in no way the responsibility of Safari Deal
  2. all prices shown or compiled on the Safari Deal Platform are indicative only, they usually refer to a price range “from” a certain price upwards, they may be set on parameters configured for two persons sharing, and may vary or not be available for purchase at the point of booking from the indicative price shown and the availability assumed at the point of making a Platform Enquiry or Other Enquiry; and,
  3. the Travel Partner in all cases reserves the right to change the content and price of the product or service from that indicated on the Safari Deal Platform and holds Safari Deal harmless and exempt from all claims, responsibilities and blame in the event of a dispute, claim or other action commenced by any Safari Deal Customer.

OTHER
1. On termination of this Agreement, the following clauses shall continue in force: clause 1, 3, 5, 6, 9, 10, 11, 12, 13 and 14. Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination of this Agreement and shall not affect the rights of Safari Deal with respect to monies owed by a Travel Partner for Platform Enquiries, Other Enquiries and Commissions made during the term of this Agreement but which do not crystallise until the period up to 12 months after termination.
2. Subject to any terms of use and privacy policy created by Safari Deal which shall be incorporated by reference into this Agreement, this Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, assurances, warranties, representations and understandings between them relating to its subject matter, whether written or oral.
3. No variation of this Agreement shall be effective unless it is agreed in writing between the Parties clearly citing this clause. For the avoidance of doubt Safari Deals intends to introduce a new payment system into its business and will offer e-commerce opportunities and trade show opportunities in future which the Travel Partner hereby acknowledges and accepts. These may or may not require a variation to this Agreement or the execution of an extension to this Agreement which the Parties agree in good faith to complete.
4. No one other than a Party to this Agreement (and its successors and assigns) shall have any right to enforce any of its terms. For the avoidance of doubt Safari Deal Customers have no rights nor recourse under this Agreement and must as a first port of call take issue with the Travel Partner in question, with whom it entered into advance discussions, negotiations and contractual arrangements as the case may be.
5. The Travel Partner shall not, without the prior written consent of Safari Deal assign, transfer, charge, sub-contract, novate or deal in any other manner with all or any of its rights or obligations under this Agreement.
6. Safari Deal may at any time undergo corporate activity such as a change of Control and may assign, transfer, charge, sub-contract, novate or deal in any other manner with all or any of its rights or obligations under this Agreement.
7. Save for any right of termination exercisable by either Party under clause 12, the parties hereby agree that this Agreement shall survive and continue upon a change of control or any form of business sale of either Party and that no change of name of either Party shall prevent the full force and all terms of this Agreement from continuing to apply.
8. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the future exercise of that or any other right or remedy.
9. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.
10. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control (a “Force Majeure Event”). Safari Deal shall have no liability to the Travel Partner under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Safari Deal, its service providers or any other party), failure of an account servicing payment service provider such as a bank or a pension fund, or account information service provider or a payment service provider, utility service or transport or telecommunications network (or any other provider of a service which experiences an outage beyond Safari Deal’s control), act of God, outbreak of disease or epidemic or pandemic and the economic impacts from these, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors or the maverick or rogue acts of an employee, agent or contractor.
11. In such circumstances the affected Party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for two months, the Party not affected may terminate this agreement by giving one month’s written notice to the affected Party and both Parties shall ensure all Subscription Fees, Referral Fees and Commissions are fully settled and paid up to the point of termination (subject to clause 12.2.3).
12. This Agreement shall be governed by and construed in accordance with English law and each Party submits to the exclusive jurisdiction of the English Courts.

BREXIT
1. The occurrence of Brexit (and the transitional arrangements applicable to the UK) shall not affect in any way the term, rights, entitlements and obligations set out in this Agreement. Neither Brexit nor the consequences of Brexit shall be regarded as a Force Majeure Event which may otherwise frustrate this Agreement or impact the ability of either Party to discharge its obligations and to enjoy and enforce its rights under this Agreement.
2. The Parties further assure each other that if required, each shall (i) do or procure all such other acts and things and execute all such documents as may be necessary to give effect to the continuity and applicability of this Agreement to the fullest extent possible (ii) use all reasonable endeavours to ensure that the terms of this Agreement to be performed by them as substantially as possible notwithstanding any impacts or impediments brought about by jurisdictional issues or changes in Law.

CONTRACT EXECUTION

SIGNED by TRAVEL PARTNER acting by its authorised signatories	………………………………………………………. SIGNED Authorised signatory/ Director……………………………………………………….
	PRINTED Name ………………………………………………………. 2nd Authorised signatory/ Witness ………………………………………………………. Name & Occupation & Address:
SIGNED by SAFARI DEAL LIMITED acting by two directors	……………………………………………………. Robin Cormack, Director 4 Deepdene Vale, Dorking, RH41NL, UK ……………………………………………………….
	………………………………………………………. 2nd Authorised Signatory or Witness ………………………………………………………. Clare Cormack – Director 4 Deepdene Vale, Dorking, RH41NL, UK

Patagonia Travel Guide

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Patagonia Safaris

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Collaboration Agreement

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