Tourism Exchange promotes travel and tourism in the United States and provides a service whereby Buyer can search for and book Tourism Product. By agreeing to the below, You acknowledge and agree that the terms and conditions set out herein shall constitute the agreement (“Agreement”) between You (as a Product Provider) and Tourism Exchange USA, LLC (“Tourism Exchange”) when the NTTP facilitates bookings on Your behalf. 

Definitions. Capitalized words used in this Agreement have the meanings given to them in this section. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1. 1. “Buyer” means a company who has placed a Payment Facilitated Booking for the Product Provider’s Product or Service through the NTTP on behalf of its clients. 
   2. “Commission” means an amount by which the price payable to you for Payment Facilitated Bookings generated using the NTTP is adjusted when calculated in accordance with Section 4 of this Agreement on the total value of each Payment Facilitated Booking made by the particular Buyer. 
   3. “Customer” means a person who purchases Tourism Product from a Buyer by means of that Buyer’s use of the NTTP. 
   4. “EU GDPR” means the General Data Protection Regulation (EU) 2016/679; as such law is in force, or updated or replaced, from time to time. 
   5. “EU-UK Data Protection Legislation” means those of the following which are applicable to the respective party: the Data Protection Act 2018; the GDPR; PECR; as such laws are in force, updated, or replaced from time to time. 
   6. “GDPR” means the UK GDPR or EU GDPR, as applicable. 
   7. “Licensors” means third parties that have licensed software to Tourism Exchange. 
   8. “Net Amount” means the total value of a Payment Facilitated Booking less the Commission. 
   9. “Net Payment” means the Net Amount less the Platform Booking Fee.  
   10. “NTTP” means that online platform provided by Tourism Exchange whereby a Buyer may view Tourism Product made available by Product Providers, communicate with such Product Providers, and arrange for the purchase of Tourism Product.  
   11. “Open Booking Exchange” or “OBX)” means a software platform suitable for Tourism Products comprising an open booking exchange hub offering web services that enables Product Providers to make available Tourism Product to Customers through multiple Distributors. OBX is branded TXUSA in the United States. 
   12. “Payment Facilitated Bookings” are a use of the NTTP in which payment by the Customer is made to the Buyer, the Buyer is responsible for receiving payment from Customer, and Product Provider is responsible for receiving payment from Tourism Exchange. 
   13. “PECR” means the Privacy and Electronic Communications Regulations 2003 or European privacy laws, as applicable. 
   14. “Personal Information” has the meaning attributed to “personal data” by the GDPR. 
   15. “Platform Booking Fee” means the amount that Tourism Exchange charges You for the completion of a particular transaction using the NTTP. “Product Provider” means a supplier of Tourism Product who populates Product Description on the NTTP. 
   16. “Tourism Exchange Personnel” means Tourism Exchange (including its officers, directors, employees or agents), its contractors (including subcontractors) and Licensors. 
   17. “Tourism Product” means accommodation, attractions, transport, tours, goods, epicurean and other tourism and leisure-based services and facilities provided by or relating to a Product Provider. 
   18. “TXUSA” is the name given to the OBX in the United States. 
   19. “UK GDPR” has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018; as such law is in force, or updated or replaced, from time to time. 

Product.

1. 1. You will ensure that Your Tourism Product is provided in accordance with safety standards, and that Your Tourism Product and business comply at all times with all applicable legal requirements. 
   2. Tourism Exchange may attend and inspect Your premises at a mutually convenient time, to verify that You are complying with section 2(a). If Tourism Exchange does so, You shall assist and cooperate with the inspection.  

Information. You must ensure that You maintain accurate and up-to-date information via the NTTP and You agree that Tourism Exchange is not liable for any information displayed via the NTTP about You. 

Commission. You acknowledge and agree that: 

1. 1. A Commission of 12% (i.e., a 12% adjustment) will be deducted by the respective Buyers for accommodations Payment Facilitated Bookings, and 15% (i.e., a 15% adjustment) for activities and tour Payment Facilitated Bookings made by Buyers.  
   2. No Commissions will be deducted on canceled Payment Facilitated Bookings that meet the applicable cancelation criteria. 

Payment Facilitated Bookings.  

1. 1. You authorize Tourism Exchange to facilitate Payment Facilitated Bookings for Your Tourism Product, through the NTTP. 
   2. Where the NTTP has facilitated a Payment Facilitated Booking from a Buyer, You must not offer to provide that Buyer with Your Tourism Product on terms and conditions (including as to price) which are more favorable than those offered to the Buyer by the NTTP. 
   3. Tourism Exchange will (i) issue invoices to the Buyer, (ii) be responsible for collecting the Net Amount due from Buyer, and (iii) pay you Net Payments in accordance with this Agreement. 
   4. As between Tourism Exchange and You, You are solely responsible for the proper payment of all applicable taxes and other governmental fees relating to Your use of the NTTP and the provision of Tourism Product. 
   5. Payment Facilitated Bookings of Your Tourism Product using the NTTP are subject to conditions of use included by You in the Tourism Product description. You alone are responsible for ensuring that Your conditions of use are appropriate for Your business requirements. Such conditions of use may include terms relating to cancelation. 

Cancellations and Refunds. 

1. 1. If Buyer, via the NTTP, has facilitated an On Account Booking for Your Tourism Product, and You are then unable to supply the Tourism Product, You must provide Tourism Product of a similar standard and quality acceptable to the Buyer. It is Your responsibility to proactively communicate with and remedy such occurrences  
   2. If a Buyer cancels a Payment Facilitated Booking more than 8 days prior to the commencement date of that Payment Facilitated Booking TXUSA will not charge the Buyer for the cost of the Payment Facilitated Booking or apply any cancellation charge. 
   3. Should the Buyer cancel a Payment Facilitated Booking less than 7 days prior to the commencement date of that Payment Facilitated Booking TXUSA will charge the Buyer 50% of the total value of the Payment Facilitated Booking. 
   4. If a Buyer cancels a Payment Facilitated Booking within 48 hours of the commencement date of that Online Booking TXUSA will charge the Buyer 100% of the total value of the Payment Facilitated Booking. 
   5. You agree that from time to time as requested by Tourism Exchange, you will provide reasonable cooperation and assistance to Tourism Exchange to confirm or otherwise provide evidence of a Buyer’s claim for cancelation, by providing timestamped documentation made available by the Buyer, or any other means that Tourism Exchange reasonably requests.  

Payment and Invoices. Tourism Exchange will issue an invoice to Buyers on the 15th day of each month (or if such date falls on a weekend or U.S. holiday, the following business day) setting forth all Payment Facilitated Bookings having a date of travel in the one-month period immediately preceding the issuance of such Invoice (the “Report Window”). Buyers will be required to make payment within 5 days or on the 20th day of each month (or if such date falls on a weekend or U.S. holiday, the following business day).  After Tourism Exchange has received payment of the Net Amount from the relevant Buyer, Tourism Exchange will, within 7 days (about 1 week), pay to You the Net Payment.    

Customer Inquiries and Complaints. As between You and Tourism Exchange, You agree to be solely responsible for handling communications (e.g., inquiries or complaints) from Buyers and Customers relating to the receipt of Tourism Products. This includes providing a meaningful response to any inquiry or complaint by a Buyer or a Customer, within two (2) business days of receipt. Such response must include addressing the specific concerns raised, offering solutions or next steps, and maintaining open and professional communication to ensure resolution of the issue. 

Sale of Product Provider’s Business. If You propose to sell the whole of Your business, the assets used to run Your business, or a controlling interest in the shares in Your business, You must give Tourism Exchange written notice thereof at least 14 days before the proposed sale, and upon such notice, Tourism Exchange shall have the right, in its sole discretion, to terminate this Agreement immediately. 

Indemnity and Insurance. 

1. 1. You must indemnify Tourism Exchange and hold it harmless, from and against any claim, demand, cost, loss or expense whether for personal injury, loss of property, breech of agreement, misrepresentation, breech of statutory duty, or any other cause whatsoever, in relation to the provision (of failure to provide) Tourism Product. 
   2. You must take out and maintain during the term of this Agreement, a policy of public liability insurance with a reputable insurer, where the limits of such policy are consistent with industry practice and are sufficient to cover Your liability under this Agreement that is reasonably foreseeable. 

Termination. 

1. 1. Tourism Exchange may terminate this Agreement immediately upon notice to You: 
      
      
      1. if You become the subject of a bankruptcy proceeding (whether voluntarily or involuntarily) or otherwise become subject to any form of insolvency administration, including an assignment for the benefit of creditors; 
      2. if You materially breach this Agreement; or 
      3. if You cease offering Tourism Product; 
   2. Tourism Exchange may without liability terminate this Agreement for convenience by giving 10 days’ notice to You and at the end of that notice period this Agreement will automatically terminate. 

Privacy.  

1. 1. You acknowledge that Tourism Exchange will collect and transfer to You, via TXUSA, information relating to Payment Facilitated Bookings made by Customers with You via the NTTP (but excluding all banking and credit card details of any Customer). 
   2. Where such information is transferred to You, You agree that it may be subject to requirements imposed under the EU-UK Data Protection Legislation. If a transfer is subject to these requirements, it may be necessary for the Buyer to enter into a data protection agreement with you (to the extent that this is required by the EU-UK Data Protection Legislation) prior to any transfer being permitted. In such circumstances, You agree to enter into such agreement prior to receiving any Personal Information from Tourism Exchange in accordance with this Agreement. If there are alternative mechanisms by which a transfer may be made under EU-UK Data Protection Legislation, You agree that the Buyer may dictate the method to be relied upon; in such circumstances You shall comply with such method.  
   3. You acknowledge that Tourism Exchange is relying upon Your representation and assurance that You have complied with the requirements of section 12(b), before Tourism Exchange transfers any Personal Information under this Agreement to You.  
   4. You agree to indemnify and hold harmless Tourism Exchange Personnel from and against any and all claims, regulatory fines, suits or actions asserted against it to the extent that it is caused or contributed to by Your failure to comply with section 1211(b).  

Relation to Other Agreements. This Agreement supplements and does not replace any other agreement you may have entered into with Tourism Exchange (including, without limitation, an agreement titled “Product Provider Agreement” or any similar titled agreement). In the event that any provision of this Agreement conflicts with the provision of any other in-force agreement you have entered into with Tourism Exchange, the provisions of this Agreement will apply.