Vendor Agreement

Last updated on May 13, 2019 – A printer friendly version is available here.

The use of the online booking system constitutes acknowledgement and acceptance of the following terms and conditions.

1. Parties

1. Explore Central Alberta, referred to as “Explore” or “We” throughout this agreement and which includes: Outdoor Initiatives, a Canadian nonprofit corporation doing business as Explore Central Alberta with its head office in Red Deer, Alberta.
2. Pursuit Adventure & Travel Inc., a Canadian corporation doing business as Pursuit Adventures with its head office in Red Deer, Alberta and providing Experiences and management services to Outdoor Initiatives.
3. Experience Providers who are independent operators offering Experiences as part of Explore Central Alberta.
4. The Vendor, also referred to as “You”, a duly incorporated and validly existing corporation or society, who enters into this agreement. By using the booking system you declare that you have the status, rights and powers to enter into this agreement and to perform its obligations.

2. The purpose of this agreement is to allow the sale of Explore’s Experiences, including activities, lessons, admissions, transportation, transfers, rentals and other tourism related services in accordance with the terms described in this agreement to the Vendor’s customers. The customers may be individuals (FIT customers) or groups.

3. Contacts

Administration, Sales and Billing
Danielle Fortin
Owner & General Manager, Pursuit Adventures
danielle@pursuitadventures.ca
(403) 986-6190

Product Training and Technical Support
JP Fortin
Owner & CEO, Pursuit Adventures
jp@pursuitadventures.ca
(403) 986-6190

It is your responsibility to ensure that we have the correct contact information for your guest services manager, accounts payable department and any other key contact person.

4. Rates

1. Rates are subject to change.
2. Rates provided are exclusive of service charges, taxes, gratuities and fees unless stated otherwise.
3. You agree that all commission rates and terms are confidential.
4. All questions from customers in regard to rates will be directed to the Vendor.

5. Reservations

1. You agree to make all reservations using the online booking system. This will provide real-time Experience availability and will generate a confirmation at the time of booking.
2. Some Experiences have advanced booking requirements or additional conditions. These will be listed in the system.
3. Reservations for groups larger than those allowed in the booking system can be done by contacting Pursuit Adventures.

6. Booking Provider

1. Reservations processed directly by the Experience Provider are identified as being booked with the Experience Provider. Contact the Experience Provider directly with any questions.
2. Reservations processed by Pursuit Adventures on behalf of other Experience Providers and packages are identified as such. Contact Pursuit Adventures for any questions related to bookings or the experience itself.

7. Direct Payment Bookings

1. Direct Payment Bookings require payment at the time of reservation and are eligible for 15% commission on sales unless otherwise stated.
2. We will reconcile all bookings between the Vendor and the Experience Provider within 10 days after the end of the month in which the Experience was provided and provide you with a statement listing all bookings.
3. Commissions owed will be paid to you on the last day of the reconciliation month.
4. Payments will only be made if the balance owed is greater than $50. In cases where the balance owed is less than $50 it will be carried forward until it reaches $50 or the end of this agreement.

8. On Account Bookings

1. On Account Bookings do not require payment at the time of the reservation and are eligible for a 10% net rate unless otherwise stated.
2. You are responsible to collect payment from the customers, including the value of the Experience, applicable taxes and fees.
3. We will invoice you within 10 days after the end of the month in which the Experience was provided for all On Account Bookings.
4. You agree to pay any amount owing by cheque or e-transfer no later than 30 days after the invoice date. Late payments will incur a 5% interest fee on the balance owing for the first infraction and a loss of the On Account Bookings option upon a second infraction.

9. Cancellations

1. The cancellation policies are specific to each Experience.
2. Cancellations must be made directly with the booking provider listed in the confirmation email.
3. Direct Payment Bookings must be cancelled by the guest.
4. Cancellations for On Account Bookings must be done by the Vendor.
5. Some Experiences require a minimum number of guests. In the event that an Experience Provider cancels a booking for this reason, a full refund will be provided.

10. Unsuitability

1. You agree to fully disclose all aspects of the Experiences to the guest before booking and you take full responsibility for the suitability of the client.
2. We reserve the right to refuse service to any client deemed unsuitable for the Experience, at any point, for reasons including:
   lack of fitness;
   1. inappropriate behaviour;
   2. inappropriately prepared or dressed for the activity,
   3. guests under the influence of alcohol or drugs;
   4. guests arrive late for the Experience; or
   5. guests fail to meet the weight, height or age restrictions.
3. We will not reschedule or provide a refund for any client who is refused service due to unsuitability.

11. Advertisement

1. You agree to only advertise the Experiences at the rates offered by Explore. This does not apply to packages that include multiple activities or offers that are exclusive to customers who have already booked with you. It is your responsibility to ensure that the prices you advertise are accurate.
2. You can request discount codes to share your commission with your guests, up to the total commission percentage. A 10% discount code on a Direct Payment Booking will result in a 5% commission based on the rack rate.
3. We may offer sales and discounts on Experiences to the general public that are not available to you.
4. We will provide you with marketing information upon request. This includes pictures, videos and written content which are owned by us to assist you in promoting the services. You are provided with a worldwide, royalty free, non-exclusive license to use our trademarks, trade names and the provided marketing material for the purpose of promoting the Experiences.
5. You are free to promote at your own costs the Experiences by any means and through any medium. You are responsible to ensure that any description of the services is maintained to be true and accurate.

12. You agree not to authorize, encourage or otherwise enable another agent to sell our Experiences without our direct written consent.

13. Risk Management

1. Each Experience Provider is responsible to carry adequate insurance coverage and to comply with all industry standards and regulations. A copy of these documents is available upon request.
2. You have the right upon giving reasonable notice, to visit and inspect our premises, operations, vehicles and equipment where the Experiences are provided in order to ascertain compliance with industry standards for the purpose of this agreement. Any visit must be done during normal business hours and without interfering with our operations.
3. You agree to accurately represent to your customers the level of services which have been agreed upon.
4. You agree to make available to your customers a copy of any liability waivers specific to the Experience booked with sufficient time to allow them to have the ability to seek legal counsel without the risk of incurring cancellation penalties.

14. Termination

1. Use of the booking system is subject to the acknowledgement of and agreement with these terms and conditions. If you do not agree with these terms you must cease to use the booking system.
2. You may cease to use this service at any time and we may cease to provide this service at any time.

15. Force Majeure

1. If, due to a Force Majeure, we are unable to perform any or all of our obligations under this agreement, we will be released from performance of such obligation(s) for the duration of the Force Majeure without any liability, and you will not have to perform the counterpart of such obligation(s).
2. For the purpose of this section, a Force Majeure is an event beyond the control of Explore occurring in the geographical area where the Experiences are provided, including but not limited to an act of God, fire, natural catastrophes, extreme weather conditions (including, without limitation, a snow or ice storm, an avalanche or extreme cold), disease outbreak, epidemic, pandemic, public health emergency, war, terrorism or acts of terrorism, civil or political unrest, embargo, strike, delays in transportation, cancellation of licenses, or any other event which could not be prevented by the exercise of due diligence or the consequences of which, as they affect the performance of Explore’s obligations under this agreement and that cannot be avoided or guarded against by the exercise of due diligence.

16. Default

1. The vendor will be deemed in default:
   1. should it fail to honour fully any obligation set out in this agreement without any requirements for Explore to send a notice of default;
   2. upon becoming insolvent, making an assignment for the benefit of its creditors, doing any act of bankruptcy or being in cessation of business;
   3. upon seizure, garnishment or the taking possession of any of Explore’s material assets by a third party or receiver; or
   4. upon failure to reimburse any deposit or payment when it becomes due, or any amounts which may be due in accordance with this agreement.
2. If the Vendor is deemed to be in default, Explore shall have the right, in addition to any other rights by law, to:
   1. enforce this agreement and be indemnified;
   2. terminate this agreement without liability to Explore, upon notice without any former formalities;
   3. cancel any booking without cost or penalty;
   4. refuse any future bookings; and
   5. set off any amount due by the vendor with any sum already paid by the vendor for an Experience that has not yet been delivered.

17. The Vendor agrees to indemnify, defend, reimburse and hold harmless Explore, its directors, officers, employees, subcontractors and its agents from and against any and all actions, causes of actions, claims, judgments, liabilities, damages, losses, loss of profits, costs and expenses, including related legal fees, directly or indirectly incurred by Explore arising out of or in connection with:

1. any breach by the Vendor of any provision of this agreement; or
2. the cancellation of reservations of the Vendor’s customers which is attributable to the Vendor.

18. The parties agree that mutual debts, regardless of their nature, may be set-off between them.

19. Any provision of this agreement which is or becomes illegal, invalid or unenforceable shall be severed from this agreement and shall be ineffective to the extent of such illegality, invalidity or unenforceability and shall not in any way affect or impair the remaining provisions of this agreement, which shall remain in full force and effect.

20. No waiver of any provision of this agreement, including without limitation the lack of receipt or review of documents provided by the Vendor shall constitute a waiver of any other provision nor shall constitute a continuing waiver, unless otherwise expressly provided.

21. This agreement may not be assigned by the Vendor.

22. This agreement shall be binding upon each of the parties hereto, their successors and assignees, as well as any entity from whom payments are due to Explore pursuant to this agreement, all of whom shall be jointly and severally liable to Explore for any losses or damages sustained by the latter.

23. This agreement shall be construed in accordance with, and the rights of the parties shall be governed by the laws of Alberta.

24. We may update this agreement from time to time. We will inform you prior to any changes. Your continuing use of the booking system will indicate your acknowledgement and acceptance of the updated agreement.