License agreement

AGENCY AGREEMENT No. _____ Made and formed at Talang, Phuket Date: __.__._____ This Agreement is concluded by and between Principal: Company name: ______________________________________________________________, registered and acting under legislation of the Kingdom of Thailand ID number: _____________________ VAT registered (yes/no): __________ Registered address: ___________________________________________________________ Represented by ________________________________________ on the one hand, and Agent: Ordinary Tours Co., Ltd, registered and acting under legislation of the Kingdom of Thailand Registered address: 200/148, Si Sunthon, Talang, Phuket, 83110, Thailand ID number: 0835555013097 VAT registered (yes/no): No Represented by Director Mr. Adul Usama on another hand, together referred to as the Parties, have concluded this Agreement as follows : 1. INTERPRETATION OF TERMS Services - any products, services, works, information etc. provided by the Principal. Software System – combination of communication channels and other technological infrastructure, required for creation and operation of an automated system for exchange of data via the Internet, provided by Ordinary Tours Co., Ltd. Selling platforms - web-resources, connected with Software System and available to sell the Services of the Principal. Full list of web-resources is available at http://manage.travel/partners_network and could be changed anytime without notification of the Principal. User - any private person or legal entity who/which entered the agreement with the Agent to use the Software System and is able to enter into agreement with the Principal to purchase the Services (hereinafter referred to as Client Agreement). Payment – monetary funds received by the Agent from the User for the Services under the Client Agreement for further transfer to the Principal’s bank account. Commission – monetary funds, and the difference between the price for the Services provided by the Principal, and prices set by the Agent in Software System, sells on the Selling platforms. Principal information - any information about the Principal, that could be used by Agent to sell Services by Software system on the Selling Platform, such as trademarks, company logo, company name, contacts, photos, web-resources and Services and etc. 2. SUBJECT TO A CONTRACT 2.1. The Agent agrees to search for the Users and/or conclude with them the Client Agreements on behalf of the Principal and at its expense in accordance with the conditions defined by this Agreement and the Principal shall be bound by all the Client Agreements concluded by the Agent. 2.2. The Principal agrees to give the right to use the Principal information to the Agent. 2.3. The Agent agrees to receive the Payments from the Users for the Services, being purchased by them by any method offered by the Software System at the User’s discretion, and transfer the Payments to the Principal’s bank account. 2.4. The Principal agrees to pay the Agent’s Commission for the Services, rendered by the Agent, in order, specified by this Agreement. 2.5. The Agent agrees to inform the Principal on all the Payments committed by the Users, received by the Agent. 2.6. Information about the Payments, committed by the Users, is received by the Principal by means of the Software System. 2.7. All prices for the Services are set in Appendix 2 to this Agreement. 3. USING OF THE SOFTWARE SYSTEM BY THE PRINCIPAL 3.1. The Principal shall complete and submit the information and the documents in accordance with the in the Appendix 1 to this Agreement, compulsory for use of the Software System. All documents may be submitted by using the corresponding form on the Web-site. 3.2. Within 2 (two) working days after the information and the documents are submitted by the Principal the Agent shall check and either ask for additional information (in case the information provided by the Principal is not complete) or confirm the information received and create the Principal’s Personal Account in the Software System. Confirmation letter shall be sent to the Principal by e-mail. 3.3. Within 5 (five) working days from the day when the confirmation is received, the Agent shall activate the Principal’s Personal Account in the Software System in order to provide the connection of Principal’s web-resource and the System. 3.4. After activation of the Principal’s Personal Account, the Principal shall perform test payments in the System. After successful completion of the tests, the Agent shall connect the Principal to the System in the full operational mode. 3.5. The fact of completion of the tests shall be confirmed by the Principal by sending notification to the Agent by e-mail. 3.6. Principal shall not transfer its passwords to Personal Account to any third persons. 4. RIGHTS AND OBLIGATIONS OF THE PARTIES 4.1. Obligations of the Agent: 4.1.1. To accept the Payments under the Client Agreements using the Software System. 4.1.2. To keep records of the Payments, committed by the Users, received by the Agent and transferred to the Principal’s bank account under this Agreement in the Software System and to provide the Principal with the possibility to review these records on in the Principal’s Personal Account. 4.1.3. To fulfill the settlements in proper way and in terms set forth in this Agreement. 4.1.4. To provide technical support to the Principal on phone and over e-mail on Monday - Friday, working hours 10:00 – 18:00. 4.2. Rights of the Agent: 4.2.1. To withhold the Agent’s Сommission in accordance with Appendix 2 hereof from all the Payments (not including VAT and before calculation of withholding tax, if any) accepted from the Users for the Services. 4.2.2. To conclude sub-agency and other agreements and to involve the third parties, including payment systems, and to delegate them rights and obligations under this Agreement at its own expense and in the interests of the Principal. 4.2.3. To change and/or amend this Agreement fully or in part unilaterally, giving the notice to the Principal on e-mail in advance not later than 10 (ten) working days prior to such changes. 4.2.4. In case of force majeure or other circumstances, which do not depend on the Parties and prevent the Agent from fulfilling its obligations under this Agreement, or may, in the opinion of the Agent, cause significant losses of the Agent, to suspend fulfillment of its obligations for the term of such circumstances, giving the notice to the Principal on e-mail in advance not later than 1 (one) working day. 4.2.5. To suspend the acceptance of the Payments from the Users and transferring of the Payments to the Principal for a period not exceeding 10 (ten) working days, should the Users submit to the Agent substantiated written claims regarding non-performance or improper performance the Principal’s obligations under the Client Agreements, giving the notice to the Principal on e-mail in advance not later than 1 (one) working day prior to such suspension of transactions, explaining the reasons for such suspension. On expiry of the 10 (ten) working days period the Agent shall either resume acceptance and transfer the Payments to the Principal or send to the Principal a written notification of unilateral termination of this Agreement. The Agent at his discretion has a right to inform Government officials about the breach of the Client Agreements by the Principal. 4.2.6. To use the Principal information in the Software System and on the Selling platforms. 4.2.7. To to set the sales prices for the Services in the Software System. 4.3. Obligations of the Principal: 4.3.1. To provide authentic documents, information and details, necessary to fulfill this Agreement. 4.3.2. To guarantee that the Principal has all the licenses and permits, necessary to sell the Services; the Principal has the authority to conclude the Client Agreements; selling the Services is being done completely in scopes of legislation of the Kingdom of Thailand and public morals and does not breach the rights and interests of the Users, the Agent or any other third persons; 4.3.3. To provide authentic information about the Services in Software System. 4.3.4. To accept the Payments from the Users and provide the Services to the Users under the terms and conditions set in Software System in full amount and in proper terms. 4.3.5. To acknowledge and comply with the obligations under Client Agreements, under which Payments are confirmed by the Agent in accordance with this Agreement. 4.3.6. To provide the Users with the signed Client Agreements, invoices and receipts, guarantees and other documents, should such documents in written are necessary under legislation of the Kingdom of Thailand due to the legal status of the Principal, the Users or/and the nature of the Services as well as keep the records confirming proper delivery and acceptance of the Services by the Users as an evidence of properly fulfilled obligations under the Client Agreements and provide the Agent with the copies of such documents at its request within 2 (days) after such request is received. 4.3.7. To pay the Agent’s commission in accordance with the procedure specified in the Appendix 2 of this Agreement. 4.3.8. To comply with the requirements for to use the Software System. 4.3.9. To use the Software System only in the purpose of this Agreement and not to violate its integrity and functionality. 4.4. The rights of the Principal: 4.4.1. To receive the Payments from the Agent under this Agreement and Client Agreements in accordance with the Appendix 2 hereof. 4.4.2. To require proper performance of the Agent’s obligations under this Agreement. 4.4.3. To use the Software System in accordance with the provisions of this Agreement. 4.4.4. To receive information about the Payments in order set forth in this Agreement. 4.5. Obligations of both Parties: 4.5.1. To inform each other over e-mail promptly about the changes, that may impact this Agreement, including company name, address, e-mail address, bank information and other details, that may be essential for the fulfillment of obligations under this Agreement. 5. AGENCY COMMISSION AND SETTLEMENTS 5.1. All the settlements under this Agreement shall be done in official national currency of Thailand and only after the Payment is received on the bank account of the Agent and information about it is set forth in the Principal’s Personal Account. 5.2. The rates of the Services are set forth in Appendix No.2 hereto, depending on payment methods, being used by the User to commit the Payment, and shall be calculated from the amounts of Payments received by the Agent from Users during the respective Reporting Period (not including VAT and before calculation of withholding tax, if any). 5.3. The Reporting Period for the purposes of this Agreement means the calendar month starting with the first day of the month and ending with the last day of the month, within which the Agent performs the obligations under this Agreement. Should the Principal wish to receive the Payments before the end of the Reporting Period, the Principal gives the notice to the Agent about preterm settlements by means of the Software System. 5.4. The Agent’s Commission shall be withheld by the Agent on a non-acceptance basis from the amounts received as the Payments for the Goods (not including VAT and before calculation of withholding tax, if any) on the day when the Payment is received. 5.5. The Agent shall issue and transfer the invoice/receipt for the sum of the Agent’s commission received within the Reporting Period by e-mail within 5 (five) working days after the reporting Period is finished with the following sending the original of the invoice/receipt to the Principal’s address. The Agent shall be liable for payment of withholding tax in amount of 3% of the Agent’s Commission on its own. 5.6. The Principal shall issue and transfer to the Agent the invoice for the sum of the Payments excluding the Agent’s commission by e-mail with the following sending the original of the invoice to the Agent’s address after the Reporting Period is finished or on the day of giving notice about preterm settlements. 5.7. The amount of the Payments received from the Users for the Goods excluding the Agent’s commission shall be transferred to the bank account of the Principal by the Agent within 3 (three) working days after receiving the invoice from the Principal by e-mail. 5.8. The Principal shall issue and transfer the receipt to the Agent by e-mail with the following sending the original of the Invoice to the Agent’s address within 2 (two) days after the settlements are fulfilled. 5.9. Should the Principal not send the invoice to the Agent the Agent has the right to either withhold the Payments received within the Reporting Period until the invoice is received by e-mail or transfer the Payments excluding the Agent’s Сommission to the bank account of the Principal in amount calculated in accordance with data of the Software System. 5.10. Should the Principal not agree with the sum of the Payments received from the Agent it has a right to give a written claim to the Agent. The Agent shall consider and give the written answer to the Principal in 10 (ten) working days. 5.11. In case of termination of this Agreement, the Parties shall fulfill the settlement in order set forth in the p.p. 5.1 – 5.10 of this Agreement. 6. LIABILITY OF THE PARTIES 6.1. The Agent is liable for all the actions of the third parties, involved by it including payment systems in order to fulfill its obligations under this Agreement. 6.2. The Principal is liable for authenticity of information and documents provided by it to the Agent as well as for obtaining and extension all the licenses and permits, necessary to sell the Services. 6.3. The Principal is liable for the quality of the Services and their delivery to the Users in accordance with the conditions of the Client Agreements and legislation of the Kingdom of Thailand. 6.4. Should the Principal breach its obligations under this Agreement he shall pay all the losses and damages caused to the Agent and will be responsible to cover the losses and damages caused to other persons at its own expense. 6.5. Each party shall be liable for payment of their taxes and government fees in amounts and in order in accordance with legislation of the Kingdom of Thailand. 6.6. The Parties shall be liable for improper performance of this Agreement in accordance with the legislation of the Kingdom of Thailand. 7. TERM OF THE AGREEMENT 7.1. The Agreement enters into force on the day when the tests of the payments are completed and the respective notification is received by the Principal under p. 3.5 hereto for the term of 1 (one) year. 7.2. After receiving notification from the Agent under p. 3.5 of this Agreement the Principal shall print, sign, stamp and send this Agreement to the Agent by e-mail within 10 (ten) working days with the following sending the original of the Agreement to the Agent’s address. Should the Principal not send the signed Agreement to the Agent this Agreement shall be deemed valid and compulsory for fulfillment by the Parties till the day of its termination. 7.3. Unless any of the Parties notifies the other Party in writing of its desire to terminate this Agreement not less than 30 (thirty) calendar days prior to the end the term of the Agreement, this Agreement shall be extended for the next year. 7.4. Each Party has the right to terminate this Agreement unilaterally by notifying the other Party in writing no less than 30 (thirty) calendar days prior to the proposed date of termination. 7.5. The Agent has the right to terminate this Agreement unilaterally and terminate the use of the Software System by Principal notifying the Principal of this fact by e-mail not later than 2 (two) calendar days prior to the moment of such termination - should the Principal submit unauthentic documents (information) specified in paragraph 3.1 of this Agreement; - should the Principal breach any obligation under paragraph 4.3; - should the Principal breach other conditions of this Agreement; - in case of changing the nature of the Services provided to the Users or the essential conditions of the Client Agreements. 7.6. The obligations of the Parties under this Agreement emerging prior to termination of this Agreement shall remain in force until their full performance. 8. FORCE MAJEURE 8.1. Neither Party shall be liable in damages or have the right to terminate this Agreement for delay or default in performing above if such delay or default is caused by conditions beyond its control including natural disasters, Government restrictions or wars. 8.2. The Parties shall take all possible measures to avoid force majeure and if it is impossible to avoid, to terminate it. Party has to inform other Party about force majeure immediately over e-mail with the following confirmation by authorized office – at the other Party’s request. 8.3. If the delay of obligations performance is more than 10 (ten) days the Parties have to make the decision about to continue or terminate the Agreement and other measures to be taken. 9. DEFAULT NOTICE 9.1. In the event that either Party breaches any provision(s) herein, the Party not in default (hereinafter referred to as the “Innocent Party”) shall give notice to the defaulting Party requiring the defaulting Party to correct such breach within thirty (30) days from the date of such notice. 9.2. Failure to comply with such notice on the part of the defaulting Party shall entitle the “Innocent Party” to terminate this Agreement by giving written notice to this effect to the defaulting Party. 10. CONFIDENTIALITY The Parties and/or persons under their control shall keep all terms and conditions herein strictly private and confidential at all times as well as commercial and financial information, which is known to the Party as a result of carrying out of this Agreement. In case of breach of this clause the guilty Party shall be responsible for all the negative consequences of such a breach. 11. NOTICES 11.1. All correspondence or notices sent under this Agreement by the Party shall be deemed to have been correctly sent and received and acknowledged as addressed (even if the same is for any reason not able to be delivered or is returned to the sender) if addressed to the Parties concerned and sent by registered post and/or email to: Principal:___________________________ Agent: info@ordinary-tours.com 11.2. If either Party changes its address or email address, written notice about it must be sent by registered post and email to the other Party not less than Three (3) days in advance. Otherwise, any correspondence or notice sent by either Party to the other by registered post and fax and/or email to the most recent address or email address, shall be deemed to have been correctly sent and received and acknowledged as addressed. 11.3. An original confirmation copy bearing the sender's signature of all notices sent by email which are intended for legal validity must be sent afterwards by registered mail to the original recipient. 11.4. All notices according to this Agreement shall be made in English. 12. MISCELLANEOUS PROVISIONS 12.1. This Agreement contains the entire agreement of the Parties hereto. The Parties hereto agree that any previous understandings, verbal statements and/or statements in any form of advertisement regarding the subject matter hereof are superseded and shall not be deemed to be a part of this Agreement. 12.2. The Parties have the right to amend, add the conditions or revise them under the agreement of the Parties. All additions and amendments to or revision of any particulars in this Agreement must be made in writing and signed by Parties hereto prior to being held binding and in effect hereafter. 12.3. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law, but if any provision shall be invalid or prohibited there under, such provision shall be ineffective only to the extent of such prohibition, without invalidating the remainder of such provision or the remaining provisions of this Agreement which shall remain in full force and effect. 12.4. This Agreement shall be governed and construed in accordance with the legislation of the Kingdom of Thailand and the courts of the Kingdom of Thailand shall have jurisdiction over any disputes arising herein. 12.5. This Agreement is made in 2 copies in English languages and with identical information for the Parties. The Parties have read and understand the entire substance of this Agreement, and therefore sign with their names on the date written above. 13. APPENDICES 13.1. Appendix No. 1: Factsheet and list documents of the Principal. 13.2. Appendix No. 2: Principals prices for the Services. BANK DETAILS AND SIGNATURES OF THE PARTIES Ordinary Tours Co., Ltd. Bank name - Kassikorn Account name - Ordinary Tours Account number - 482-2-45637-0 Bank Swift code - KASITHBK ___________________________ Bank name - ________________ Account name - ______________ Account number - ____________ Bank Swift code - ______________ __________________________________________________ Mr. Adul Usama (Seal) Director of Ordinary Tours Co., Ltd __________________________________________________ ___________________ (Seal) _____________________________ Appendix No. 1 Fact Sheet and list documents of the Principal Copy of Company Registration Certificate Copy of Company Registration Objectives Copy of Director`s ID Card Copy of Bank Book