Touristneeds.com Terms and Conditions for Resellers :
These Terms and Conditions (“Reseller Terms”) for the Resellers of Touristneeds.com shall apply between Radius Knowledge Labs Pvt. Ltd., the parent company of touristneeds.com, a Company incorporated under the Companies Act 1956, India having its office at 304, Accord, Station Road, Goregaon East, Mumbai, 400063, Maharashtra, India (“Radius”, “the company”, “we”, “our”, “us”, “Touristneeds.com”, “our website”) and You, (hereinafter referred to as “You” or “Reseller” or “your”). By visiting, accessing or clicking on the ‘I Accept’/’I Agree’ option, You have unconditionally accepted to be bound by the Terms mentioned herein.
1. Definitions: For the purposes of these Terms, the following words and expressions shall have the following meanings ascribed to them herein:
1.1 Advertiser: means any person, company or website registered by the Reseller, as an Advertiser of or on our website or Service and includes a prospective advertiser.
1.2 Confidential Information: means any and all information disclosed to the Reseller by us, and any such information that the Reseller has access to, or comes into possession of during the term of this Terms. Confidential information would include, but not be limited to information available on our proprietary database, database software application, the database of names and addresses and other directory information compiled by us at significant cost and effort, the method of categorizing of directory data adopted by us, the personal or confidential or proprietary information of Advertiser, non-public personal / business data and information including but not limited to credit card information of the Advertisers, user IDs and passwords made available to the Reseller by us to access our proprietary software and database, the data available to the Reseller through our proprietary software, the information regarding potential Advertisers, business plans of Touristneeds.com and any other information, which by its nature and circumstance of its disclosure has the right to be treated as Confidential.
1.3 Reseller Id: means the unique username/id allocated by us to the Reseller which the Reseller shall quote in all correspondence and dealings with us.
1.5 Services: mean all services provided by or through touristneeds.com, its parent organization and affiliates and associated websites.
2. Appointment of Reseller of Services
2.1 Appointment: Subject to the terms and conditions of these reseller Terms , Touristneeds.com hereby appoints the Reseller for the purpose of marketing and sale of its Services, internationally.
2.2 Registration Process:
(i) For registering with Touristneeds.com, as a Reseller, You will have to fill details such as name, address, telephone number, some bank details etc. as mentioned on the “Reseller Sign Up ” link available on our website
(ii) After registration as a reseller, your account shall be activated and a username and password shall be sent to your e-mail account.
(iii) You shall be entitled to use our advertisement uploading module through which you will be eligible to register advertisers and upload advertisements.
(iv) Reseller will be eligible for payment by us for a certain percentage of the total net revenue generated by the reseller by uploading advertisements. That percentage of commission will be the same as the rate advertised in the section “How Resellers Earn/Work” on our website.
(v) It may be noted that the reseller’s commission for the above-mentioned transaction shall accrue on completion of the said transaction; however, the reseller shall not be entitled to receive commission till the reseller achieves the level of our minimum payable commission of $100.
2.3 Exclusivity: As regards us, the appointment of the Reseller shall be on a non-exclusive basis and we shall have the right to appoint other resellers to undertake all or some of the responsibilities of the Reseller for the whole or any part of any work or place or country.
2.4 Marketing of Services: The Reseller shall market the Services and enlist Advertisers, for the plans as instructed by us, throughout the world, unless Touristneeds.com instructs the Reseller otherwise.
2.5 New Services: We shall intimate the Reseller from time to time about new services . Unless indicated in writing by us to the contrary, these Terms shall govern the terms and conditions of the Reseller’s appointment as Resellers for Services. Nothing herein shall prevent us from restricting the Reseller from selling and marketing any Service with or without cause. Reseller shall not reveal the possibility of Touristneeds.com offering any new Service or any features thereof unless we have formally intimated the Reseller of such new Service.
3. Reseller’s Responsibilities
The Reseller shall discharge the following responsibilities with complete skill and diligence. The Reseller shall at all times work diligently to protect and promote the interests of Touristneeds.com.
3.1 Marketing: Reseller shall diligently market and procure advertisement orders for subscription of Services on Touristneeds.com.
3.2 Promotional activities: Reseller shall display and use our trademarks (including our name, word marks, logos and composite marks) and any other publicity material in accordance with the specifications and instructions given by us.
3.3 The Reseller shall be solely responsible at its own cost for obtaining all necessary approvals, sanctions, permissions and licenses for providing the Service, under these Terms, from their respective Local or Government Authority or any other Authority/party as may be required from time to time.
3.4 Reseller shall always quote the Reseller's username when logging in and/or submitting the advertisements to Touristneeds.com, on all invoices, and in all other correspondence with us.
3.5 Confidentiality: The Reseller undertakes that the Confidential Information possessed by him/her/them shall be retained as confidential and may be disclosed to Reseller’s staff and personnel on need-to-know basis Further, the Reseller shall not sell or otherwise misuse Advertiser Information, or utilize it in any manner or for any purpose other than for Touristneeds.com’s benefit. The Reseller also undertakes that it shall obtain the same kind of undertaking from their employees for non-disclosure of all such Advertiser information.
3.6 Responsibility for payment of wages etc.: Reseller and all personnel employed or contracted by Reseller in pursuance of fulfillment of its responsibilities and obligations under these Terms shall at all times be and remain employees of Reseller. Reseller shall be solely responsible to pay wages and other statutory benefits and for the compliance of all laws and regulations as applicable in to and in relation to such employees and personnel and the Reseller shall not have any direct or indirect claim of any kind against Touristneeds.com.
3.7 Residual Responsibility: The Reseller shall carry out all directions and instructions as we may issue from time to time.
3.8 Content: The Reseller shall not have a web page, which in any way resembles our web page and shall not copy any content from our web page. Furthermore the Reseller’s website shall not contain any words, logo, images, icons, graphic design, layout, presentation, user interface, navigation scheme, colour scheme, style or any other such property or a combination thereof which makes the Reseller’s web page deceptively similar to our web page.
3.9 Unauthorised Access: The Reseller agrees not to (directly or indirectly) (i) access, monitor or copy any content or information of Touristneeds.com using any robot, spider, scraper or other automated means or any manual process for any purpose; (ii) violate the restrictions in any robot exclusion headers on Touristneeds.com or bypass or circumvent other measures employed to prevent or limit access to our website or database.
3.10 In the event the Reseller establishes a telemarketing center or an office to carry out the responsibilities as accepted by the Reseller herein, Reseller shall be solely responsible for complying with the directions / orders and guidelines / formalities issued by their respective Government authorities.
3.11 Reseller shall be solely responsible for the all the costs related to registrations, licenses and other costs related to compliance directions / orders, guidelines / formalities issued by their respective Government bodies and Reseller shall also be responsible for the payment of penalties, charges and compensations imposed by their respective Government bodies, or any competent authority or courts for non compliance of the said directions / orders, guidelines / formalities and shall have no recourse against us for the same.
3.12 Reseller shall be solely liable for all acts and omissions of Reseller's personnel, whether employees, consultants, agents, subcontractors or otherwise, and whether or not engaged by the Reseller in violation of these Terms.
4. Completion of Documentation
4.1 Completion of Advertisement Uploading: The Reseller shall be responsible to ensure that the prescribed format is duly completed in all respects for uploading advertisements. The Reseller shall not be eligible for commission on any such advertisement wherein the Reseller has not obtained the full due payment, even if Touristneeds.com opts to supply the Services to the Advertiser or display the Advertisement.
4.2 Our Discretion: The Reseller understands and agrees that we have the sole discretion to provide Services to Advertiser’s and has the liberty to refuse any application for uploading or displaying the ads forwarded by the Reseller. The Reseller shall not be eligible for Commission in respect of rejected applications/advertisements.
5. Commercial Matters
5.1 Commission: In consideration of the Reseller’s satisfactory discharge of the obligations hereunder, the Reseller shall be entitled to a commission subject to the following terms and conditions (hereinafter ‘Commission’):
5.1.1 Reseller will be eligible for payment by us for a certain percentage of the total net revenue generated by the reseller by uploading advertisements. That percentage of commission will be the same as the rate advertised in the section “How Resellers Earn/Work” on our website
5.1.2 Only those advertisements which are entered in the Touristneeds.com system for activation by the Reseller, as instructed from time to time, will be eligible for payment of Commission provided the payment for the same is realized by Touristneeds.com.
5.1.3 Notwithstanding anything contrary contained in these Terms/ Schedules, the Reseller shall be entitled to commission only if the advertisements are uploaded through the particular reseller’s login. As between different Resellers who may have approached the same Advertiser, we shall be obliged to pay commission to the Reseller through whom the payment is realized.
5.1.4 All liabilities regarding applicable taxes, duties and charges payable on behalf of the earnings accrued to the reseller through/from us shall totally rest with the Reseller, in all circumstances.
5.1.5 In the event of termination of the advertisement, either by us or by Advertiser or the reseller, at any time after the date of uploading the advertisement and payment of subscription to our Services, no Consideration shall be payable to the Reseller in respect of such cancelled Subscription and the Consideration already paid shall be deducted from the Reseller’s account at the time of next payment.
5.1.6 We shall be entitled to set off any Commission payable to the Reseller against any claim or liability that we may have against the Reseller.
6. Restrictions on Reseller
6.1 Confidentiality of personal / business data: The Reseller may have access to Confidential Information regarding Touristneeds.com, its services, its clients, advertisers or advertisements. The Reseller undertakes to keep the ‘Confidential Information’ confidential and not disclose the same to third parties or misuse the same in any manner. Reseller understands that any violation of this clause, either by the Reseller or its employees, shall give the right to us to invoke the Reseller’s indemnification obligations besides attracting criminal action against the Reseller and termination of these Terms.
6.4 Database of Advertiser’s / prospects: Reseller may compile for the purpose of these Terms or otherwise a database of Advertiser’s / prospects (hereafter ‘Database’). The Reseller acknowledges that Database shall belong exclusively to Touristneeds.com. The Reseller shall treat Database as Confidential Information and shall not be misused, and in particular shall not be sold or given to any third party under any circumstances and will never claim ownership on the same.
7. Representations and Warranties
7.1 The Reseller represents to Touristneeds.com that:
(i) it has been duly constituted under law;
(ii) it is permitted by its constitution documents to act as a Reseller.
(iii) all the information furnished to us, including its address, bank account details and any such particulars that Touristneeds.com requires/ may require is and shall be complete and accurate;
(iv) it is adequately equipped and competent to provide the Services in a professional and efficient manner;
8. Term, Renewal and Termination
8.1 Effective Date: These Terms shall be effective from the date of obtaining the Reseller login username from Touristneeds.com (the "Effective Date")
8.2 Term: These Terms shall be valid indefinitely from the Effective Date unless terminated earlier in accordance with its terms.
8.3 Termination for convenience: The Reseller may, by notice of 60 days, terminate these Terms at any time without assigning any reason.
8.4 Termination for cause: Touristneeds.com shall be entitled to terminate these Terms, at any time, without any notice under the following circumstances (i) if the Reseller fails to function/operate properly as per the guidelines and policies intimated from time to time by us (ii) if the Reseller breaches any of the provisions of these Terms; (iii) if the Reseller has appointed or suffers the appointment of a receiver or trustee for its business, property or assets, (iv) if any third party files complaints against the Reseller for breach of applicable laws material to these Terms
9. Consequences of Expiry of Term or Termination
9.1 Return of Documents and Information: Upon expiry of these Terms or earlier termination for any reason whatsoever of the engagement of You by Touristneeds.com as a Reseller, You shall forthwith deliver to us, without maintaining any copies for itself/yourself, all documents and information, data including but not limited to Advertiser information, registration forms used, unused or partially used, standard subscription contracts, literature and material containing any logos, trademarks, service marks or any other intellectual property of Touristneeds.com and any other document or information or data which may have come to the Reseller’s possession or custody in pursuance of these Terms and the Services. The Reseller shall also hand over to us without maintaining any copies thereof for itself, all Database under the terms of these Terms. The Reseller shall also return all our property including any copies of trademarks, promotional material, and identity cards or any such electronic material or info.
9.2 Survival of Reseller’s obligations: The obligations of the Reseller relating to the Confidential Information under these Terms shall survive the termination or expiration of these Terms.
9.3 Settlement of accounts: Upon the expiry of the term or termination without cause by us or Reseller in accordance with these Terms, we shall pay the Reseller all undisputed commission until the expiry or effective date of termination of the Terms after deducting such amounts as we think fit towards any claims that we may have against the Reseller.
10.1 Reseller shall defend, indemnify and hold harmless Radius and its directors, officers, employees, agents and affiliates, including from any third party actions / claims / demands, for all costs, expenses, and losses arising from or in any way attributable to: (i) acts and omissions of the Reseller under these Terms; (ii) breach by Reseller of any of the terms and conditions of these Terms; (iii) violation of any applicable laws by Reseller; (iv) any damage to property or bodily injury (including death) caused by the Reseller; (v) acts of fraud, misappropriation, and disclosure of Confidential Information by the Reseller.
10.2 The Reseller hereby agrees to indemnify us, our directors and officers from and against any and all claims, suits, actions, demands or proceedings and all related damages, losses, liabilities, cost and expenses (including but not limited to reasonable lawyers’ fees) arising out of or relating to any (i) damage, destruction, unauthorised sharing or other misuse of Confidential Information (ii) embezzlement, misappropriation or other misapplication of subscription amount received from the Advertiser by the Reseller or any of its employees, (iii) violation or breach by the Reseller of any law, rules or regulations, or any term, policy or obligation under this Terms; (iv) claims made by Reseller’s personnel on Touristneeds.com including but not limited to claims for wages, benefits or employment; (v) breach by the Reseller of its responsibilities under these Terms or a violation of the restrictions hereunder and (vi) claims made by the state or central government, or local authority in respect of non-payment of taxes or fees, for non-provision of statutory benefits by the Reseller to its personnel; and (vii) Misrepresentation to the Advertisers or third parties regarding any information relating to Touristneeds.com or its Services.
10.3 The Reseller shall not make any claim or allegation against Touristneeds.com or hold us liable in respect of any claim, demand or action (“Claims”) made or filed by any Advertiser against the Reseller. All such Claims shall be resolved solely by the Reseller at Reseller’s own cost and expense, failing which the Reseller shall indemnify Touristneeds.com as provided for in these Terms.
11. Limitation of Liability
11.1 No indirect damages: Except as regards the Reseller’s indemnification obligations, neither Party shall, to the maximum extent permitted by law, be liable for any lost profits, costs of procurement of substitute Services, or for any other indirect, special, incidental, punitive or consequential damages arising out of or in connection with these Terms, however caused, and under whatever cause of action or theory of liability brought (including, without limitation, under any contract, negligence or other tort theory of liability) even if such Party has been advised of the possibility of such damages.
11.2 Limit of Liability: At all times, the liability of Touristneeds shall be limited to direct damages not exceeding the commission paid to the Reseller during a period of One (01) month immediately preceding the date of liability.
12. Intellectual Property Rights
All right, title and interest, including all intellectual property rights, in and to, in all content, trademarks, marketing collateral, forms, Advertiser-related data, and in all other material handed over to the Reseller, or collected by the Reseller or to which the Reseller may have access to ("Touristneeds.com Property"), shall absolutely vest in, and be owned by, Touristneeds.com and its parent organization Radius. No right or other license to such Touristneeds Property is given to the Advertiser.
Touristneeds name and logos:Touristneeds names,logos and all related products and service names, design marks and slogans (“Touristneeds marks”) are trademarks and service marks owned by and used under license from Touristneeds.com or its parent organizations. The Reseller is not authorized
to use any such Mark in any advertising, publicity or in any other commercial manner without our prior written consent.
3.1 Governing Law and Dispute Resolution: These Terms shall be governed by the laws of India. Any dispute or claim, arising out of or relating to these Terms, shall be referred to binding arbitration by a sole arbitrator appointed by the Parties in accordance with the Arbitration and Conciliation Act, 1996. If the Parties are unable to agree on a sole arbitrator each Party shall appoint one arbitrator and the two arbitrators shall appoint the third arbitrator. Arbitration shall be conducted in Mumbai and shall be in English. Subject to the foregoing, the Parties shall submit unconditionally to the exclusive jurisdiction of the courts in Mumbai.
13.2 Force Majeure: Neither Party shall be liable for any failure or delay in performance under this Terms to the extent such failure or delay is caused due to reasons beyond that party’s reasonable control, governmental actions, acts of God; acts of a public enemy, wars, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts; arrests and restraints of the government; necessity for compliance with any court order, law, ordinance or regulations promulgated by any governmental authority having jurisdiction, either federal or state, civil or military; civil disturbances; any other events, matters, or causes, whether of the same kind enumerated herein or otherwise, which shall not be reasonably within the control of the Party affected thereby and occurring without its fault or negligence, provided that force majeure will apply only if the failure to perform could not be avoided by the exercise of due care by the Party invoking this clause and such party does everything reasonably possible to resume its performance under these Terms. A Party affected by an event of force majeure shall give the other Party written notice with full details not later than three calendar days of the occurrence of the event relied upon. If force majeure applies, dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused. In the event of the force majeure conditions continuing beyond two weeks, the Party to whom the affected obligations are owed shall have the right to terminate these Terms by written notice of fifteen days.
13.3 Severability: If any provision of these Terms is found by court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of these Terms, and all provisions not affected by such invalidity shall remain in full force and effect. The Parties shall nevertheless be bound to negotiate and settle an alternate clause that shall be as close to the intent of the original clause and which shall nonetheless be valid and enforceable.
13.4 No Waiver: The waiver by either party of a breach or default of any of the provisions of these Terms by the other Party shall not be construed as a waiver of any succeeding breach of the same or other provisions; nor shall any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege, operate as a waiver of any breach or default by the other Party.
13.5 Independent Contractors: It is understood and agreed that the relationship between the Parties is on a principal-to-principal basis. Nothing in these Terms shall constitute an agency, employment, partnership or any other relationship whether in the nature of a joint venture or otherwise between the Parties.
13.6 Assignment and Subcontracting: These Terms constitute a personal/specific contract to the Reseller and is incapable of assignment. The Reseller shall not appoint any sub-agents without the prior written approval of Touristneeds.com.
13.7 Notices: We may intimate the Reseller of any changes in policy, amendments to these Terms and any Schedule, including changes to the rates of commission, territory and other such matters, by e-mail, and the Reseller shall not have any objection to the same. All communication by the Reseller, including replies to our emails, and notices by either Party related to breach and/or termination will also be by email. The Parties shall keep each other informed about any change in the email addresses or contact details.
13.8 Amendments: We reserve the right to delete / alter / modify the “Terms” at its own discretion and without any prior notice and / or assigning any reason. Therefore, you are advised to regularly check for any amendment(s) or update(s) to the “Terms”.
13.9 Entire Terms: These Terms, including Schedules, shall constitute the entire Terms between the Parties and shall supersede all other and prior arrangements, agreements, and understandings prior to the execution of these Terms.
13.10 Headings: The headings of clauses in these Terms are merely indicative and shall not be taken into consideration in the interpretation or construction of the Terms.