Subject of the Agreement
The Russian Federation. St. Petersburg / ______, 20__
Rechniye Linii Limited Liability Company, a resident of the Russian Federation, hereinafter referred to as the “Principal”, represented by its Director General Alexander Nikolayevich Sakharov, acting on the basis of the Charter, on the one hand, and
______, a (non-)resident of the Russian Federation, hereinafter referred to as the “Commission Agent”, represented by ______, acting on the basis of ______, on the other hand,
hereinafter collectively referred to as the “Parties” and mutually guaranteeing that, as at the date of this Agreement, they posses due legal capacity to undertake and perform the obligations set forth herein, have agreed as follows.
- Subject of the Agreement
- Pursuant to this Agreement, the Principal assigns, and the Commission Agent undertakes to promote and distribute to tourists (other customers) travel products (hereinafter referred to as tours, cruises) in its own name, but at the Principal’s cost, and the Principal shall pay the compensation for the services rendered.
- Commission Fee
- The Principal shall pay a fee to the Commission Agent in the amount set forth in Annex 2. “Commission Fee Amount” to this Agreement, to be withheld by the Commission Agent independently upon settlements with the Principal.
- In case of cancellation of travel product order, the commission fee paid to the Commission Agent shall be returned to the Principal.
- Terms of Travel Product Promotion and Distribution by the Commission Agent
- To discharge its obligations hereunder, the Commission Agent may involve third parties for promotion and distribution of travel products, being still responsible for their acts.
- The Commission Agent shall promote and distribute travel products being completely financially independent: any expenses incurred by the Commission Agent in relation to discharge of its obligations hereunder (including phone, fax, Internet charges, etc.) shall not be subject to extra payment, but within the fee paid by the Principal to the Commission Agent hereunder.
- The travel products offered by the Principal for distribution have been formed and the touristic services are rendered by Russian Tour operators in the territory of the Russian Federation, in compliance with the RF laws.
- The Commission Agent shall distribute travel products in accordance with this Agreement, by signing contracts with tourists and other customers that mandatorily contain the following information:
blanket price of the travel product in Russian roubles, US dollars, Euro or other currency;
information on consumer characteristics of the travel product: program of stay, itinerary and terms of the trip, including any information on accommodation types and conditions (accommodation location, category) and on meal option, tourist transportation during his/her stay in the country (place) of temporary stay, availability of a guide, guide-interpreter, supervisor, as well as on additional services;
rights, obligations and liability of the parties, including:
terms of contract amendment and termination;
information on the Tour operator;
information on procedure and period for making claims by the tourist and (or) any other customer to the Tour operator in case the Tour operator breaches the contractual terms and conditions;
information on procedure and period for making claims by the tourist and (or) any other customer regarding payments of the insurance indemnity under the Tour operator liability insurance contract, or for claims to pay the money under the bank guarantee, as well as information on the reasons for such payments under the Tour operator liability insurance contract and bank guarantee;
information on the fact that the persons requiring treatment and/or constant medical supervision are not recommended to travel by a cruise ship; that the vessel restaurant offers no dietetic food unless it has been agreed with the Principal prior to the cruise; that the vessel, its cabins, staircases, berths are not designed for persons with locomotive disabilities;
other terms and conditions of the mentioned contract shall be agreed upon by the parties.
- The Commission Agent may distribute the travel product only after mandatory clarification of such travel product characteristics with the Principal, which differ from its standard description, as well as after a written consent from tourists for processing (collection, storage, exchange, correction, updating, modification, transfer, including cross-border transfer, depersonalization, blocking, destruction, and use) of personal data required for execution of agreement on travel product sale and obtained hereunder.
- The Commission Agent’s responsibility shall be clarification of the terms and conditions as well as lack or availability of changes in the booked travel product, three days prior to rendering the services comprising the respective travel product.
- In case of circumstances hindering rendering of tourist services in full within the agreed period due to the reasons beyond the executor’s control, the latter shall be entitled to delay the cruise or to modify the duration thereof, but by not more than 48 hours; to replace the hotel, hotel room, vessel or cabin, respectively, with the hotel, hotel room, vessel or cabin of the same or higher category; to modify the sightseeing and entertainment program; to modify the itinerary and transport schedule preserving the service quality.
- Immediate notification of tourists or other customers on all the changes introduced by the Principal into the travel product, including changes in the price thereof, program and trip conditions, trip commencement and ending dates, etc., shall be the Commission Agent’s sole responsibility.
- The Commission Agent shall monthly, not later than on the 5th day of the month following the reporting month, check and sign Act on implementation of the travel product (Annex 1) and send it back to the Principal. In case of noncompliance with this condition the Principal may demand that the Commission Agent pays a fine of 0.1 (Zero point one) % of the Commission Agent’s compensation for the month when the Commission Agent delays to send the documents, for each day of delay.
- The information on consumer characteristics of the travel product – on a program of stay, itinerary, the trip terms and conditions, including information on accommodation types and conditions (accommodation location, category) and meal options, tourist transportation during his/her stay in the country (place) of temporary stay, on availability of a guide, guide-interpreter, supervisor, as well as on additional services, shall be determined in accordance with the Booking Order filled out and sent by the Commission Agent to the Principal. The Order may be sent in writing, signed and sealed by the Commission Agent, or via the booking request form on Principal’s website Not later than 36 hours as from receipt of the Order, the Principal shall either send confirmation of booking of the travel product stated in the Order and draw up an invoice for payment, or notify the Commission Agent on registration of its Order in the waiting list; or advise of the impossibility to book the requested travel product. The booking confirmation shall be the fact of transferring the travel product to the Commission Agent for distribution and shall not result in any obligation of the Principal to tourists or any other customers until complete payment for the booked travel product.
- The travel product price shall be stated in the booking confirmation and invoice. Prices in Internet, including the Principal’s website shall be for reference only.
- The Commission Agent shall be entitled to cancel travel product booking anytime by providing the Principal with the Order confirmation received earlier, signed and sealed by the Commission Agent with a note of product booking cancellation. Herewith, the Commission Agent shall receive confirmation from the Principal on cancelation receipt. In this case the cancelation date shall be the date and time when the Commission Agent receives such confirmation from the Principal. The money transferred as payment shall be returned net of deductions set forth in Annex 3 hereto.
- In exceptional circumstances, in case of low demand (less than 50 persons on the cruise), the Principal may withdraw a travel product from distribution, herewith the Principal shall notify the Commission Agent thereof within 5 calendar days prior to the commencement thereof. In such a case, as agreed upon with the Commission Agent, the Principal shall replace the withdrawn travel product with another one. If a tourist or any other customer disagrees with such replacement, the Principal shall return to the Commission Agent the money paid for the withdrawn travel product in full. The decision to accept the offer to replace one travel product with another one shall be taken by a tourist or any other customer and notified to the Commission Agent within one day as from receipt of the relevant information.
- The Principal may recognize the confirmed order cancelled in case the Commission Agent breaches or fails to perform its obligations to pay for a travel product, in accordance with the provision of this Agreement. In such a case the Principal shall be released from the liability for any claims from the Commission Agent and (or) tourists and other customers, and shall be entitled to deduct money allowed for travel products booking cancellation (Annex 3.).
- By the common rule, any amendments to the confirmed Order including changes in the number of tourists, accommodation type, vehicle, sightseeing program, trip dates and duration shall be deemed refusal from the booked travel product and shall be executed in writing. In case of receipt of a request for amendment of a confirmed Order, the Principal may either draw up an additional invoice, if it is possible to amend the initial Order, or advise the Commission Agent on impossibility to amend the Order without cancellation thereof, and consequences set forth in Clause 15 hereof.
- To meet the conditions of Section III of the Agreement, the written form of a document shall be sending documents by fax or e-mail.
- Liability of the Parties.
- Any and all disputes and disagreements hereunder shall be settled in the Russian Federation, at the Principal’s place of location; the applicable law shall be that of the Russian Federation.
- Any claims regarding the travel product quality shall be raised against the Tour operator or the Principal in writing within 20 days as from termination hereof and shall be examined within 10 days as from the claim receipt.
- During a trip, any claims regarding improper rendering or failure to render tourist services shall be communicated (without unreasonable delay) to the receiving party and/or Principal who should undertake any possible measures to settle the dispute/ conflict.
- Any Tourist’s claim regarding improper rendering or failure to render a service shall be deemed settled if upon the Tourist’s application, instead of the service which failed to be rendered or was rendered improperly for some reasons, the Tourist was offered an alternative service, and the Tourist used it. In such a case, the Parties shall deem the Service hereunder as duly rendered.
- If it is found that the Tour operator is obliged to compensate for actual damages incurred as a result of material breaches of contractual obligations to render services on transportation and/or accommodation, or as a result of violating the requirements to the quality and safety of Services, the claim to compensate the amount of the actual damages incurred may be raised by the Tourist directly against the insurer who provided financial security to the Tour operator.
Insured is a tour operator concluded a contract of civil liability insurance for non-performance or improper performance of obligations under the agreement on travel product sale (hereinafter – Insurance Contract);
Beneficiary is a tourist or any other customer of a travel product, including a legal representative of a minor tourist, who entered into the agreement on travel product sale with the Insured, and in whose favor the insurance contract is concluded;
Insurer is an insurance company that provides the civil liability insurance for a tour operator in case of failure to perform of improper performance of obligations under the agreement on travel product sale.
Insurance indemnity is monetary amount specified in the insurance contract and paid by the insurer to the Beneficiary if the insured event occurs.
Insured event is a fact of the established obligation of the Insured to compensate the Beneficiary for the actual damage incurred as a result of non-performance or improper performance of obligations under the agreement on travel product sale, provided that non-performance or improper performance of obligations occurred during the effective period of the Insurance contract.
The basis for payment of insurance indemnity under the insurance contract is recognition by the Insurer or establishment by a court of the fact of the insured event.
The event is recognized as the insured event if there is an established fact of failure to perform obligations on provision of travel and (or) accommodation services within the travel product to the Beneficiary; significant deficiencies in the travel product revealed, including significant breaches of the law as regards quality and safety of the travel product.
Material breach of the agreement on travel product sale is a breach that leads to such damage for a tourist and (or) customer of the travel product that he/she is largely deprived of what he/she was entitled under the agreement.
The Beneficiary shall have the right, within the amount of financial coverage, to make an insurance claim to the Insurer within the statute of limitations established by the legislation of the Russian Federation.
The following documents shall be attached to the claim (application):
- a copy of the Beneficiary’s passport or any other identification document in accordance with the laws of the Russian Federation (subject to provision of original document);
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- a copy of the agreement on travel product sale, including all applications and additional agreements thereto (subject to provision of original document);
- proof of actual damage suffered by the Beneficiary as a result of non-fulfillment or improper fulfillment of obligations by the Insured under the agreement on travel product sale. These documents may, in particular, include the documents (invoices, receipts, payment instruments, certificates, opinions, etc.) issued by the competent authorities, expert organizations, carriers, hotels, etc. If the case was heard in a court, a duly certified copy of the court decision entered into force shall be submitted as well.
All the documents shall be submitted in original or in the form of notarized copies with translation, if necessary, into Russian certified by notary.
By agreement of the parties, translation of documents to be submitted to the Insurer into the Russian language can be arranged by the Insurer. At that, the Insurer shall have the right to deduct the expenses for translation into Russian from the amount of the insurance indemnity.
The Insured and (or) Beneficiary shall notify the Insurer on payments to the Beneficiary from other persons become known to them.
If within the statute of limitations and after the insurance indemnity paid, there is a circumstance that, in accordance with the Insurance contract, fully or partially deprives the Beneficiary of the right to receive the insurance indemnity, the Beneficiary shall return to the Insurer the payment received (or the relevant part thereof) within 5 (five) business days (unless a written agreement of the parties provides for another term and procedure).
- The Commission Agent shall bear sole liability to a tourist and (or) any other customer for failure to provide, untimely provision, provision of inaccurate information on the travel product.
- The Parties shall be exempt from liability for partial or complete failure to discharge their obligations hereunder if it has resulted from unforeseen and unavoidable circumstances including earthquakes, floods, falls of water level, storms, fires, typhoons, hurricanes, snow drifts, complicated ice situation, military actions, epidemics, mass diseases, strikes, also navigation or transportation restrictions due to state authorities’ prohibition, terrorist acts, accidents or calamities, trading embargo with certain states as a result of international sanctions and other events beyond the Parties’ control. Such events shall be an emergency, unforeseen and unavoidable in their nature; they shall be confirmed by state authorities and shall emerge after signing hereof. In case of such force-majeure situations one Party shall notify the other Party thereof in writing.
- Payment and Settlement Procedure
- Invoices for payment for travel products shall be drawn up in Russian roubles, US dollars or euro. Invoice payments can be made in Russian roubles, US dollars or Euro.
- In case of payment in a currency other than that stated in an invoice, the payment is made at the exchange rate of the Central Bank of the Russian Federation, plus 3% (three percent) of the cost of the tour, indicated in the invoice (cost of currency conversion).
- The Commission Agent shall pay 100% of the cruise price within the period stated in the confirmation or invoice, and failing such a period, within three banking days as from the invoice drawing. In case of a prepayment, the payment shall be settled under the terms and conditions set forth by the Principal, in cases provided for by the Agreement and stated in the booking confirmation.
- The date of cash or cashless payment for a cruise shall be the date of money crediting to the Principal’s bank account.
- In some cases, as agreed upon by the Parties, prepayment shall be allowed for booking more than 30 days before the trip. In such cases the final payment for the cruise shall be settled 30 days prior to the cruise, unless the booking confirmation states otherwise. Payment shall be settled at the prices current at booking.
- The Commission Agent shall calculate and deduct its commission fee upon the fact of 100% payment.
- If the period from booking confirmation till the cruise is less than 30 days, the invoice shall be paid within one day as from booking confirmation, unless the booking confirmation states otherwise.
- No cashless payment for the cruise without an invoice drawn up by the Principal shall be allowed.
- In case of untimely payment, the booked travel product price shall be identified as of the final payment for the distributed travel product.
- Should there be any non-discharged financial obligations of the Commission Agent, the Principal may set off any money received from the Commission Agent with the right of primarily set-off of punitive sanctions.
- Final Provisions
- The Agreement shall come into force as from signing hereof by both Parties and shall be valid till ______and including.
- Any amendments and annexes hereto shall be valid only if made in writing and signed by the Parties.
- This Agreement in Russian and English is executed in two copies of equal legal force, one copy for each Party.
- In case of any disputes regarding the interpretation of this Agreement, the Russian text will prevail.
- Annexes to the Agreement
- Annex 1. “Act on the Implementation of travel product”
- Annex 2. “Commission Fee Amount”.
- Annex 3. “Terms of Cruise Cancellation”.