This vendor agreement constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“You”, “Vendor”, “Business Partner”) and Vihotar Inc., doing business as Skyril (“Skyril”, “We”, “Us”, or “Our”), concerning your access to and use of the Skyril websites as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, “Skyril” and/or “Sites”).
Skyril is a marketplace for the travel and tourism industry providing a platform for travel and tourism industry service providers all over the world to upload, list and get bookings using Skyril booking engine for various travel and tourism industry services including but not limited to flight booking, hotel booking, tour booking, activity booking, car rental booking, airport transfer booking, bus booking, train booking, tour guide booking, travel consultant booking, cruise booking, boat booking etc.
If the Vendor is entering into this Agreement on behalf of a company or other legal entity, the Vendor represents that it has the authority to bind such entity to these terms and conditions, in which case the term “Vendor” shall refer to such entity.
A. Skyril carries on business as a marketplace offering various travel and tourism industry services worldwide (“Product” and/or “Services”) to members of the general public, from all over the world (“Customers”) through its own online and offline marketing and travel distribution channels for purchase (i.e. booking).
B. The Vendor carries on business providing certain travel and tourism services which may include but not limited to tours, activities, accommodations, airport transfers, car rentals, tour guide services, travel consultancy services etc. (‘Product’ and/or ‘Services’).
C. The Vendor wishes to use Skyril platform to provide travel and tourism Services to Skyril Customers all over the world by listing, uploading and getting bookings of such Services using Skyril booking engine.
- The Vendor shall provide the Customer on the ground, all constituent parts of the Services as agreed at the time of Customer’s purchase, and maintain Services at a consistently high level to support Skyril staff and to ensure the safety, comfort and enjoyment of its Customers.
- Any alterations to the content of Service while the Service is in progress may only be made with the purpose of ensuring the safety and welfare of the Customer and, when possible and practical, with the approval of Skyril.
- The Vendor confirms that it is a fully licensed and legal business and confirms it shall comply fully and immediately with all relevant local and other applicable laws and regulations and with any lawful instruction issued by Skyril under this agreement.
- The Vendor shall provide swift feedback about any complaints received from a Customer.
- The Vendor shall not seek to alter the contract between Skyril and the Customer in any way without the express and prior authorization of Skyril. For the avoidance of doubt, the Vendor may not ask a Customer to sign any form of disclaimer of waiver of the legal rights of the Customer for any part of the contracted Services except where expressly authorized by Skyril.
Health and Safety
- The Vendor shall ensure the health and safety of Customers by taking all required actions according to international health and safety laws & local laws for health and safety for travelers and tourists.
- The Vendor shall run a full risk assessment from time to time when required and ensure that the Service provided to the Customers has been checked and is in good condition for the Customer’s health and safety.
Customer Service and Contact
- If the Vendor needs to contact a Customer in connection with providing a Service or Services purchased by such Customer, the Vendor shall use the live chat system provided by Skyril on its platform. For further assistance, the Vendor shall contact Skyril for customer – service provider communication.
- The Vendor will ensure a smooth customer service process, including answering any Customer complaints in writing (using Skyril platform) within seventy-two (72) hours after complaint submission. Skyril reserves the right, at any time, to respond to the Customer’s complaints to ensure Customer sanctification.
- After a Customer has purchased a Service, the Vendor will not contact such Customer for purposes of marketing or up-selling any Product or Services to such Customer, or for any other purpose other than to fulfill the Service purchased, or to answer a Customer complaint.
Vendor content and material
- The Vendor hereby grants Skyril the non-exclusive, perpetual, irrevocable worldwide right to reproduce, modify, reformat, create derivative works based upon, publicly display and perform, and otherwise use any and all text, images, videos and other content and material provided by the Vendor (“Vendor Content”) (i) to advertise, market, promote and distribute the Vendor’s Products and/or Services through distribution channels, including without limitation on the website and mobile applications of Skyril and its distribution channels; (ii) to advertise, market and promote destinations and activities on, or through, the distribution channels, and to market and promote the distribution channels generally provided.
- The Vendor represents, warrants and covenants that (a) the Vendor owns, or has sufficient rights to grant the rights to Skyril in this Agreement with respect to all Vendor Content provided to Company; (b) the Vendor Content will be accurate and complete and will not be misleading or fraudulent; and (c) the Vendor Content does not, and will not, infringe, violate or misappropriate any third-party’s proprietary or intellectual property rights including without limitation any copyright rights or trademark rights, or rights of privacy or publicity. The Vendor hereby acknowledges and agrees that Skyril shall own all rights, titles and interests in and to any derivative works of the Vendor Content created by or on behalf of Skyril, whether prior to or after the effective date, and hereby assigns to Skyril any and all rights, titles, or interests that the Vendor may have to such derivative works.
- The Vendor hereby grants Skyril the non-exclusive, perpetual, irrevocable worldwide right to copy, extract, publish any information from its own social network and associated websites, for the sole purpose of advertising, promoting and marketing the Vendor’s Products and/or Services. The Content includes and is not limited to information created by the Vendor or individuals referring to the Vendor’s Product and/or Services.
Trademarks & Intellectual property
- The denomination, brands, logos, drawings and designs from Skyril (hereinafter the “Distinctive Signs”) are the exclusive property of Skyril, and they enjoy legal protection in respect of any unlawful use, and, more particularly, in respect of any utilization made without the authorization of Skyril.
- Any fraudulent utilization of these names and designations by violation of the rights of Skyril, shall be deemed to be an act of counterfeiting for which the Skyril in question may be held liable on the basis of the Intellectual Property Code as well as the provisions of Community and international law in this matter.
- Skyril grants to the Supplier the right to use and display Skyril’s logo “Skyril Certified” with respect to and exclusively for the Products and/or Services that have been formally certified and currently advertised on Skyril’s websites and mobile applications. The Skyril logo can be used as a quality seal, for the purpose of advertising, marketing and promotion of the said Product and/or Services through the Distribution Channels used by the Vendor.
- The Vendor’s use of Skyril’s tools, interfaces, application programming interfaces, extranets, computer software and any other Skyril technology is subject to and conditioned on the Vendor’s compliance with the Terms and Conditions of this Agreement .
- The Vendor or its third-party service providers shall access and use Skyril’s technology in accordance with the applicable documentation for such Skyril’s technology and any written instructions received from Skyril. Skyril may suspend the Vendor’s and/or its third-party service providers’ access to and use of Skyril’s technology at any time if Skyril believes that the Vendor and/or its third-party service providers are in breach of the Agreement (including without limitation the Vendor’s representations and warranties in the Agreement).
- The Vendor shall be responsible for the compliance of its third-party providers with the Terms and Conditions of this agreement and shall be liable for any breach by such third-party providers.
- The Vendor (and not Skyril) is responsible for obtaining, maintaining and configuring all telecommunications, broadband, computer and other hardware, equipment, software and services needed to access and use Skyril’s technology, and paying all charges related thereto. If the Vendor intends to engage a third-party service provider to obtain, maintain and configure the Vendor’s access to Skyril’s technology, the Vendor will notify Skyril in advance, and the Vendor assumes responsibility for actions taken by such third-party and such third-party’s compliance with this Agreement.
PRODUCT BOOKING, CHANGES AND AVAILABILITY
- For each Product and/or Service the Vendor offers on Skyril (including without limitation to any third-party), the Vendor will make that Product available to Skyril for marketing and distribution, and available for bookings by Customers, unless Skyril receives proper notice in advance from the Vendor in accordance with procedures set forth in this section.
- If the Vendor changes a Product and/or Service after a Customer has booked the Product and/or Service but not yet received it, the Vendor shall immediately notify the Customer and Skyril and will provide the Customer an alternative Product of the same or higher quality as the Product and/or Service originally booked, and the Vendor will accommodate such Customer to the Customer’s reasonable satisfaction. If the Vendor cannot accommodate the Customer, the Vendor agrees that the Customer may cancel the booking and Skyril may process a refund for that Customer.
- In this situation, the Vendor will not be owed (and Skyril is not obligated to pay) any amount(s) for that booked Product and/or Service, and any amount already paid for such booked Product and/or Service may be adjusted on any subsequent payment owed by Skyril. Skyril reserves right to charge the Vendor’s reasonable fees related to the foregoing, including but not limited to, merchant and customer service fees.
- For each Product and/or Service the Vendor offers (including without limitation to any third-party through coupons, deal-of-the-day or flash sale websites, or any other distribution channel), the Vendor will make that Product and/or Service available to Skyril for marketing and distribution through the distribution channels. The Vendor will ensure that all Products and/or Services that Skyril markets and distributes through the distribution channels are available for booking by Customers, unless Skyril receives proper notice in advance from the Vendor.
- All Products and/or Services will be subject to “Sale Booking” unless the Company and the Supplier mutually agree that Sale Booking is not commercially possible for a specific Product and/or Service, or that a Product and/or Service is subject to On Request Booking (defined below).
- For Sale Bookings, the Vendor authorizes Skyril to accept all requests from Customers for the purchase of the Vendor’s Product and/or Service and to send confirmation of the Product and/or Service purchases to Customers. For avoidance of doubt, the Vendor will accept all Sale Booking requests and may not reject a Sale Booking. If a Sale Booking request lacks certain Customer information, the Vendor shall follow Skyril’s then-current Customer Contact Procedures (defined below), (and to be clear, the Vendor will not reject the Booking). The parties may mutually agree that a specific Product and/or Service is subject to “On Request Booking” in which case the Vendor may accept or reject a booking request for the Product and/or Service before the Customer receives confirmation from Skyril.
- For On Request Bookings, the Vendor agrees to accept or reject the booking request within seventy-two (72) hours. If the Vendor accepts the request, the Product and/or Service will be deemed purchased and confirmed.
- The Vendor will manage the Product and/or Service Bookings, including, without limitation, accepting, rejecting and confirming Product and/or Service Bookings, using the interface made available by Skyril. The Vendor will keep Product and/or Service availability current at all times.
- All bookings not rejected by the Vendor or the Vendor’s technology provider through an interface made available by Skyril will be deemed accepted by the Vendor. If a Customer is able to book a particular Product and/or Service because the Vendor appears to have availability for such Product and/or Service through the Skyril interface, the Vendor will accept such bookings. If the bookings through the Skyril interface become disabled, regardless of fault and with or without notice, the Vendor agrees to immediately revert to managing booking confirmations either through emailed booking confirmations sent from Skyril or through other technology made available by Skyril.
- The Vendor will notify Skyril of any changes (e.g., changes to itineraries or timings), cancellations (e.g., tour cancellations, sold-out dates) and any other updates with respect to the Product and/or Service at least three (3) months in advance. If such advance notice is not possible, the Vendor will notify Skyril immediately upon becoming aware of such changes, cancellations or updates. If the Vendor does not notify Skyril in advance of such changes, cancellations and updates, and Skyril refunds Customers for the applicable Product and/or Service as a result of the changes, cancellations or updates, the Vendor agrees to compensate Skyril for all amounts forfeited by Skyril and pay reasonable amounts for Skyril’s efforts.
- Customer Redemption: If the Vendor requires a voucher or confirmation of purchase, the Vendor will accept an electronic voucher for each product and/or service sold by the Vendor or through one of Skyril’s distribution channels. If the Vendor cannot accept electronic vouchers for a certain Product and/or Service, the Vendor must request approval from Skyril and Skyril may, in its sole and absolute discretion, waive the electronic voucher requirement, which (the waiver) may be provided by Skyril by e-mail.
- In the event of a cancellation of a Product and/or Service by the Vendor, Skyril will charge a cancellation fee. The Vendor reserves the right to cancel the Product and/or Service anytime, even within few hours or minutes prior to the start of the product and/or service due to reasons of a force majeure event, weather condition and safety issues, and refund in full to Skyril/Customer in such case.
- Skyril and the Vendor shall agree cancellation charges when the Customer cancels a Product and/or Service within thirty (30) days prior to the start of the Product and/or Service. Any cancellation more than thirty days before the Product and/or Service starts will not occur in any cancellation fee from the Vendor’s side. When a Product and/or Service is cancelled by the Customer between 30 and 15 days before departure, the Vendor shall levy a 50 percent cancellation charge. When a Product and/or Service is cancelled by the Customer less than 15 days before departure, will incur 100 percent cancellation charge.
- The Vendor will not directly accept Customer cancellations for a purchased Product and/or Service. Cancellations for a purchased Product and/or Service must be made by the Customer directly through Skyril within the applicable cancellation time period, as set forth as above. Skyril has no obligation to provide refunds to Customers who do not contact Skyril to cancel within the applicable cancellation time period.
- In the event of a No Show, for each Product and/or Service, the Vendor will adhere to Skyril’s cancellation policy as set forth on the Skyril’s Terms and Conditions at the time of Product and/or Service booking. Notwithstanding the foregoing, in any event, the Vendor will not impose a more restrictive cancellation policy on Skyril’s Customers than that which the Vendor imposes upon Customers booking directly with the Vendor or through any third-party (including without limitation through coupons, deal-of-the-day or flash sale websites, or any other distribution channel) (the “Vendor No Show Policy”). Unless cancelled by Skyril, all Product and/or Service booked by Customers through the distribution channels will remain available to the Customers in accordance with the “Vendor No Show Policy”. The Vendor will use commercially reasonable efforts to accommodate Customers arriving after any No Show cut-off time.
- Skyril, at its sole discretion, reserves right to cancel any Product and/or Service order, regardless of the status of the order at any time, when Skyril identifies a security breach, fraudulent orders made using unauthorized payment methods or any other suspected event which may cause loss to Skyril or the Vendor or both. Skyril shall be performing such actions in interest of Skyril-Vendor genuine business interests to avoid possible charge-backs and disputes which may occur later on. The Vendor acknowledges and understands that such actions are necessary for protection of both parties genuine business interests, and, at such events, Skyril shall not be liable to pay any charges to Vendor.
RATES AND PAYMENT
- The Vendor will list its Product and/or Services with offered retail rates in accordance with this Agreement. The Vendor represents and warrants that the retail rates offered to Customers on Skyril are not higher than retail rates offered by Vendor to any distributor of its Product and/or Services. If the Vendor offers Products and/or Services or enters into an agreement to provide Products and/or Services through or to a third-party (including without limitation through any other distribution channel, such as coupons, deal-of-the-day or flash sale websites) for a lower price or rate or under a lower pricing or rate arrangement or formula (including without limitation for no fee) than the then-current retail rates provided to the Customer, then the Vendor will promptly notify Skyril and provide Skyril Customers such lower price or rate or pricing or rate arrangement or formula retroactively as of the date first provided to such other third-party. If the Vendor fails to comply with this provision, Skyril shall have the right, in its sole discretion, to either suspend the Vendor or terminate this agreement without any prior notice.
- For each Product and/or Services, the Vendor will provide retail rates to Customers. Retail rates will include all applicable per person fees and all applicable taxes and other charges. The Vendor shall be solely responsible for the payment of any and all applicable taxes including without limitation value added tax, sales and use tax, and any other taxes applicable to the resale of the Products (‘Taxes’).
- Skyril will be responsible for collecting funds from Customers for Products and/or Services purchased by Customers through the distribution channels. Skyril will be responsible for any applicable related merchant fees incurred by Skyril in collecting these funds.
- The Vendor agrees to pay a monthly/quarterly/semi-annually/annual fee to Skyril for membership (hereinafter ‘Membership Fee’), for which Skyril agrees to provide online and offline marketing services to promote the Vendor’s Products and/or Services as per described in the Vendor Membership section.
- On a monthly basis, Skyril (or its designee) will pay the Vendor a “Vendor Remittance” in an amount equal to the sum of the retail rate for each Product and/or Service provided by the Vendor to Customers, less any adjustments including for cancellations or refunds provided to Customers and Membership commissions the Vendor agreed to pay to Skryil as per Membership type of the Vendor with Skyril.
- Skyril will make payments by Electronic Funds Transfer (EFT) or by using Payment Gateways used by Skyril within thirty-one (31) business days after the end of the Settlement Period. In calculating such payment amount, the retail rate will be the rate at the time the Customer booked the Product and/or Service. In the event that the Vendor Remittance payable to the Vendor is less than one hundred United States dollars (US $100) or its equivalent in a given Settlement Period (the “Minimum Remittance Threshold”), Skyril reserves the right to withhold payment of the Vendor Remittance until the aggregate Vendor Remittance meets or exceeds the Minimum Remittance Threshold.
- The Vendor will notify Skyril of any billing discrepancies within forty-five (45) days after the date on which the Product and/or Service was provided by the Vendor to the Customer or thirty (30) days after receipt of remittance advice, whichever is later. After such period, adjustments for billing discrepancies will be made in Skyril’s sole discretion.
- Skyril will pay to the Vendor’s bank account or payment gateway account provided by the Vendor. If the Vendor fails to provide, maintain or update the bank account or payment gateway account details required by Skyril (including all relevant tax information), Skyril reserves the right to withhold payment until this information has been provided. If the Vendor requests payment into an account or in a currency that is not denominated in United States dollars, Skyril reserves the right to apply a transaction fee and/or a currency conversion fee for such a payment, which such fee or fees will not exceed Skyril’s cost. For each payment, Skyril will make available to the Vendor a remittance advice detailing the transaction ID and other booking information for each Product and/or Service transaction included in the payment. Unless specifically required by this agreement, the Vendor will not send invoices to Skyril. Any Vendor invoices sent to Skyril are hereby rejected, and Skyril has no obligation to pay, and no liability with respect to, any Vendor invoices sent to Skyril.
The Vendor represents, warrants and covenants that:
- The Vendor has and maintains all registrations, licenses, permits, approvals, and authorizations applicable to the Vendor’s business and provision of the Vendor’s Products and/or Services;
- The Vendor will ensure that the Vendor’s activities, operations, Products and Services (and the Vendor’s provision of the foregoing including without limitation in connection with providing Products and/or Services to Customers) are operated and provided in good faith and in accordance with standards consistent with best practices in the tourism and travel industry and, if appropriate or recommended, based on the nature of the Vendors’s Products and/or Services, the Vendor will perform background checks consistent with best industry practices;
- The Vendor’s personnel will be properly trained, have all necessary skills to fulfill the Products and/or Services, and will fulfill the Products and/or Services in a professional manner consistent with best industry practices.
- The Vendor will comply with all applicable international, federal state and local laws and regulations (including fire, health and safety procedures, consumer protection and data privacy laws). In addition, the Vendor represents, warrants and covenants that it will comply with Skyril’s “Vendor Code of Conduct” set forth at Vendor Code of Conduct as the same may be updated by Skyril from time to time. The Vendor may not subcontract or otherwise transfer any of its rights or obligations under this Agreement, provided, however that Vendor may subcontract fulfillment of the Products and/or Services with the prior written consent of Skyril (which consent may be provided by Skyril by e-mail). In the event the Vendor uses a sub-contractor, the Vendor will be responsible and liable for the sub-contractor’s compliance with the terms and conditions of this Agreement and any breach or failure of the Vendor’s obligations.
If Skyril believes that the Vendor is in breach of this Agreement (including without limitation the Vendor’s representations, warranties and covenants in this Agreement), Skyril may terminate this Agreement and may require the Vendor to (and the Vendor will) fulfill all Products and/or Services purchases made prior to termination, or assist Skyril in procuring alternate vendors to fulfill such Products and/or Services purchases (in which case the Vendor will not be owed, and Skyril is not obligated to pay any fees for such Products and/or Services, and any amounts already paid for such Products and/or Services will be promptly refunded to Skyril).
INDEMNITY AND LIMITATION
- The Vendor (whether or not this Agreement has been terminated) will at all times save harmless and keep fully indemnified Skyril from and against any actions, claims, proceedings, losses, costs, expenses and demands (including costs and expenses in defending such matter and its proper settlement) incurred or suffered by Skyril in connection with any third-party claim, suit, demand, action, or investigation brought against the Skyril, howsoever arising, except where such matter arises out of the negligence of Skyril.
- Whether or not this Agreement has been terminated, except as expressed elsewhere, neither party shall be liable to the other for failure to perform obligations under this Agreement nor for any loss, damage or delay resulting from, but not limited to, an act of God, fire or flood, riot or industrial dispute, legal restrictions or any matter outside of the control of the parties (“Force Majeure Event”).
- The party affected by a Force Majeure Event shall promptly give written notice of the nature and likely duration (if it can be assessed) of the Force Majeure Event. If either party is prevented from performing any of its duties and obligations here under in a timely manner by reason of any act of God, strike, labor dispute, earthquake, fire, flood, public disaster, equipment, software or technical malfunctions or failures, power failures or interruptions, acts of terrorism, war, civil unrest, riots or any other reason beyond its reasonable control, such party will be excused from performance of any such duty or obligation for the period during which such condition exists.
- Should any Force Majeure Event continue for a period of 30 (thirty) days or more, either party shall be entitled to terminate this Agreement forthwith and the provisions of this Agreement relating to the consequences of termination shall thereupon take effect.
- Limitation of Liability: To the maximum extent permitted by law, in no event will Skyril be liable under any theory of liability (whether in contract, tort, statute or otherwise) for any and not limited to consequential, incidental, special, exemplary or indirect damages of any kind, or for any loss of profit, loss of revenue, loss resulting from interruption of business, or loss of use, or data, arising out of or in connection with this agreement, however caused, even if the other party has been advised of or should have known of the possibility of such damages.
- The Vendor shall keep strictly private and confidential all information and documentation disclosed by Skyril to the Vendor which relates to any trade secrets of Skyril (including without limitation this Agreement, any information relating to the activities of Skyril or its methods of carrying on business, product rates, commission and margins, and the distribution channels) or which is designated by Skyril as confidential. The Vendor will not use, copy or disclose any such information and documentation to any third-party. The restrictions in this clause shall not prevent disclosure required by law or any regulatory authority or apply to information and documentation which, without any breach of confidence on the part of any person, comes into or is in the public domain.
- Skyril undertakes to carefully select and promote a selection of unique products and/or services from the Vendor, recognizing their level of excellence, best practices, using Skyril’s signature expertise. Skyril may act as a auditor and certify the quality of the Vendor’s products.
- Within the framework of a regular quality audit of the Services provided by the Vendor (hereinafter the ‘Member’), all Member’s products selected by Skyril may be inspected on a regular basis.
- Skyril will perform a periodically review of the Vendor’s Customers reviews and feedback as an additional quality tracking tools. Failure to comply with the quality criteria as established by these different tools and procedures can result in a decision by Skyril to exclude the Vendor. This decision may also be taken if the different standards laid down by Skyril are not complied with.
This Agreement may be terminated at will by Skyril without giving any notice. This Agreement may also be terminated by either party immediately upon notice to the other party in the event that:
- The Vendor commits any material breach of this Agreement or persistent small breaches and fails to remedy the same;
- The Vendor makes an assignment for the benefit of, or enters into any arrangement or composition with, its creditors or threatens to do any of these things, or suspends or ceases to carry on its business or threatens to do so;
- The Vendor goes into bankruptcy or liquidation either compulsorily or voluntarily (except for the purpose of reconstruction or amalgamation), has a receiver, administrator or trustee appointed over the whole or any part of its assets, or becomes subject to any other form of insolvency proceedings or if any analogous event occurs in relation to it under any applicable jurisdiction;
- The Vendor announces an intention to cease carrying on its business.
Any termination of this Agreement shall not affect the rights of Skyril and obligations of the Vendor existing at the date of such termination save that:
- The Vendor shall not be entitled to claim against Skyril for loss of profit and consequential loss;
- In the event of Skyril making any prepayment to the Vendor for Services, Skyril shall be entitled to a full rebate in respect of any part of the Services not performed by the Vendor.
It is the intent of both parties that no payments or transfers of anything of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks, or other unlawful or improper means of obtaining business or any improper advantage. The Vendor shall comply with all international anti-corruption laws, such as the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and that, with respect to the Vendor’s performance of any of its activities under this Agreement:
- No portion of any fees paid or payable by Skyril to the Vendor will be paid to, or accrued directly or indirectly for the benefit of, any person, firm, corporation or other entity other than the Vendor;
- The Vendor has not, and will not at any time, directly or indirectly, pay, offer, authorize or promise to pay, offer, or authorize the payment of, any money or any other thing of value to: (i) any officer or employee of any government, department, agency or instrumentality thereof; (ii) any other person acting in an official capacity for or on behalf of any government, department, agency or instrumentality thereof; (iii) any political party, political committee, or any official or employee thereof; (iv) any candidate for political office; (v) any other person, firm, corporation or other entity at the suggestion, request or direction of, or for the benefit of, any government officer or employee, political party, political committee, or official or employee thereof, or candidate for political office; or (vi) any other person, firm, corporation or other entity with knowledge that some or all of those monies or other thing of value will be paid over to any officer or employee of any government department, agency or instrumentality, political party, political committee, or officer or employee thereof, or candidate for political office.
- The Vendor shall, at its own expense, effect and maintain in force with respect to and for the duration of this Agreement the following insurances: (a) Public Liability Insurance, covering personal injury and/or property damage with a limit of not less than one million USD (US Dollars) for any one incident or series of incidents arising from one event; (b) Comprehensive Insurance covering all specialist equipment owned, hired or in the custody and care of or being used by the Vendor in the provision of the Services.
- The Vendor shall ensure that comprehensive automobile, boat and airline/aircraft liability insurance covering all vehicles and automotive equipment owned, hired or in the custody and care of or being used by the Vendor is in place covering fire, collision risks, hull or marine risks, third-party damage and personal injury and/or personal property damage. Should the Vendor fail to check such insurance is in place or fail to effect such insurance, the Vendor shall assume the same responsibilities as if vehicles, boats, aircraft and automotive equipment were so insured.
- Without prejudice to the above, where the Vendor is unable to obtain public liability insurance cover to the amount requested at clause, (a) the Vendor shall notify Skyril and the Customer both and provide full details of the cover the Vendor is able to obtain. It shall be at Skyril’s and the Customer’s absolute discretion to decide if a lower level of insurance cover is acceptable. If an insurance policy expires and the renewal cover is lower than the level of the cover previously accepted by Skyril, then Skyril shall have the right to terminate this Agreement immediately.
- The Vendor must provide details to Skyril and Customers of any events or activities that are excluded from the insurance cover. The Vendor shall provide a copy of the insurance policy(ies) together with the up-to-date schedule(s) and receipt(s) for the current premium to the Skyril on demand.
- All vehicles and automotive equipment must be fully insured and licensed for commercial use. All safety, survey and insurance certificates must be up-to-date.
- Nothing contained in this Agreement shall constitute the Vendor, an employee or partner of Skyril or be deemed to create a joint venture between the parties.
- This Agreement represents the entire Agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement whether written or oral between the parties in relation to that subject matter.
- If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, it shall not affect the enforceability of any other provision of this Agreement. Rather, the invalid, illegal, or unenforceable provision shall be modified so that it is valid, legal, and enforceable and to the fullest extent possible, reflects the intention of the parties.
- No delay in exercising or the non-exercise from the Vendor to acknowledge and agree to Skyril of any of Skyril’s rights under or in connection with this Agreement shall operate as a waiver or release of that right.
- Except as provided elsewhere, the Vendor cannot assign any of its rights or transfer any of its obligations under this Agreement without the prior written consent of Skyril, except that the Skyril may transfer its rights or delegate its obligations under the Agreement to its affiliates, subsidiaries, sister companies or parents company in whole or in part without the prior written consent of the Vendor.
- The waiver or failure to require the performance of any provision from the Vendor herein will not be deemed to constitute a waiver of a later breach of the same or any other provision herein, and no such waiver will be effective unless in writing from the Vendor.
- This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the Vendor and Skyril. Skyril and the Vendor will at all times be and remain independent contractors. Except as expressly agreed by both in writing, and except for the sale of the Vendor’s Products and/or Services by Skyril as described herein, the Vendor will not have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of Skyril or to bind Skyril in any respect whatsoever.
- All communications relating to this Agreement shall be in writing and in [English] and delivered at Skyril’s ticket system provided by Skyril to the Vendor.
This Vendor Agreement and the Vendor’s use of Skyril are governed by and construed in accordance with the laws of the State of Wyoming, United States of America, applicable to agreements made and to be entirely performed within the State of Wyoming, United States of America, without regard to its conflict of law principles. The Vendor hereby agrees to submit to the exclusive jurisdiction of the Principality of Wyoming, United States of America courts and waive its right at any other jurisdiction of the Principality all over the world.
CHANGES AND AMENDMENTS
Skyril reserves the right to modify this Vendor Agreement relating to the Website or Services at any time, effective upon posting of an updated version of this Agreement on the Website. When done, Skyril will revise the updated date at the bottom of this page. The Vendor’s continued access to and use of Skyril which includes but not limited to Skyril’s technology, distribution channels and other Products, Services and materials provided by Skyril to the Supplier under this Agreement after the effective date of such updated (revised) version of this Agreement will be deemed the Vendor’s acceptance of such updated version of this Agreement.
ACCEPTANCE OF THIS AGREEMENT
The Vendor acknowledges that the Vendor has read this Vendor Agreement and agrees to all its Terms and Conditions. By using Skyril to sell Vendor Services, the Vendor agrees to be bound by this Agreement. As a Vendor, if you do not agree to abide by the Terms of this Vendor Agreement, you are not authorized to sell your Services and get bookings through Skyril Websites or mobile applications or any other distribution channels by Skyril.
If you have any questions about this Vendor Agreement, please contact us using live chat system or ticketing system at Skyril.
Last updated July 03, 2019