Brim Explorer Boat

Terms & Conditions Agents

GENEREAL

Applicability

These Terms & Conditions apply to all departures/arrangements commencing from and including 2020-31-01. These general Terms and Conditions (as updated and amended from time to time, the “Terms & Conditions”) applies to all travel agent partners (“Partners”) of The Arctic Travel Company AS, business enterprise number 922 576 386, (“ATC”). Contract documents and conflict The contract between ATC and each Partner consists of the following documents (collectively the “Contract”): The Terms & Conditions (as updated and amended from time to time); and The Annual commission, sales and marketing agreement (the “Annual Agreement”). The Annual Agreement sets out the commission applicable to bookings with ATC. The Annual Agreement is reviewed and renegotiated between ATC and the Partner each year. In case of conflict between the Terms & Conditions and the Annual Agreement, the terms of the Annual Agreement shall prevail.

DEFINITIONS In these Terms & Conditions “Single products” means single service; “Packaged products” means a group of services related to travel that are sold together for one price; “Agent Website” means link to Citybreak ; “Credit Travel Agents” means Travel Agents which are categorised as creditworthy by ATC; “Non-credit Travel Agents” means Travel Agents which are not categorised as creditworthy by ATC; “FIT” means a booking comprising of one (1) to nine (9) persons; “Groups” and “Charters” means a booking of ten (10) persons or more travelling together on the same stretch; “MICE” means Meetings, Incentives, Conferences and Exhibitions.

PRODUCTS COVERED BY THE TERMS & CONDITIONS

Products The Terms & Conditions is applicable to the following product categories (as amended by ATC from time to time, the “Products”): Single products Packaged products MICE, Groups and Charters Group discount cannot be combined with other discounts.

CUSTOMERS AND GEOGRPHICAL AREA

The Agent's right to market the Products is limited to those of ATC's customers, hereinafter referred to as "the Customers" in geographical area where the Agent shall operate, set out in the Annual Agreement. ATC is entitled to appoint other agents and/or market the Products itself to Customers in the geographical area, or, generally, in Norway.

BOOKING PROCEDURES

The procedures for bookings with ATC are available at the Agent Website.

COMMISSION

Calculation of the Commission The Partner shall be entitled to a commission (the “Commission”) of published rates (excluded VAT) in agreed currency on the Products as stated in the Annual Agreement. The Commission level is based on the Sales Target as well as historical achievements of the Partner. Deviations from what is stated in the Annual Agreement may occur due to sales and marketing of special low-price products and/or competitive exposed groups. No Commission will be calculated on additional taxes and fees which VFR includes in accordance with law or regulations. Sales Target The Partner shall agree to a mutually determined sales target (the “Sales Target”) in revenue that will be set each year in the Annual Agreement. The Sales Target will be re-evaluated and negotiated each year. Invoicing of the Commission It is agreed that ATC issues invoice on commission ("reverse billing"), pursuant to Regulations on accounting, because ATC has the basis for calculation of the commission. All questions regarding invoices for Commission must be addressed to: [email protected]

RESERVATIONS & CUSTOMER SERVICES

Reservations

All reservations will be made through the Agent Website or the ATC Call Centre as follows: +47 77 71 01 00 Complaints The Partner is responsible for the handling of all complaints by its customers with respect to the Products. All customers must be protected under the legal conditions of travel and this may be the only basis for any claim against ATC. In all cases the Partner shall inform ATC about any such complaint within 7 days of receipt. All financial compensation to a Customer must be agreed with ATC in writing prior to any payment to (or commitment to pay) the customer. All questions from the Partner regarding customer complaints shall be addressed to: [email protected] Legitimate complaints from Customers do not affect the Agent's right to commission. The Agent cannot make any decision on ATC's behalf with respect to the legitimacy of any complaint from Customers.

PAYMENT TERMS

All invoices shall be sent to the invoicing address provided by the Partner.

The following payment terms shall apply:

- Credit Travel Agents will be invoiced monthly for all bookings having departure dates in the previous month. The monthly invoice will be issued within the 10th of each month and will be due 14 days after the issuing date.

- Non-credit Travel Agents shall pay for all bookings in full at time of booking with either debit or credit card.

Travel documents will be available for download on ATC’s webportal. Subject to clause 8.3 (if applicable), (a) Credit Travel Agents will receive travel documents with the booking confirmation and (b) Non-credit Travel Agents will receive travel documents when the final payment is received. If the Partner is making a booking on behalf of ATC (and not on behalf of itself) and ATC is invoicing the customer directly, such booking is not subject to these payment terms. For such bookings, the standard payment terms set out in ATC’s terms and conditions apply (available on [email protected]). Names on guests in a Group booking must be submitted to ATC in the format determined by ATC. A name list not provided in the format determined by ATC will not be accepted. General Delay interest will be calculated from due date of an invoice to payment date in accordance with Norwegian law.

In case of any repeated and/or any material failure by the Partner to comply with the payment terms set out herein, ATC has the right to terminate the Contract with immediate effect. If payment of an invoice is not received on or prior to the due date, a reminder with a notice of debt collection will be sent to the Partner 14 days after the due date. ATC reserves the right to transfer the invoice to debt collection 14 days after the reminder and notice of debt collection is issued. If payment is not received within due date, ATC may choose to cancel the booking, in which case a notice will be given to the Partner. ATC reserves the right to deviate from the payment procedures set out in clause 8 in connection with campaigns, last minute offers etc. The Partner may not withhold payment of or make any deduction from any invoice or other amount due to ATC by reason of any right or set off or counterclaim, which the Partner may have or allege for any reason. Any claims or disagreement by the ATC relating to payments shall be solved separately. End customer registration on ATC’s web portal ATC may establish a system whereby all end customers being included in an individual or Group booking which have been made by the Partner will be required to register directly at ATC’s web portal (the “Registration Portal”) prior to, and as a condition for, the issue of travel documents. Should ATC choose to establish a system as set out in clause 8.3.1, ATC will supply the Partner with the required information (including link to the Registration Portal and appropriate instructions) to enable the Partner to provide the same information to the end customers.

CERTAIN OBLIGATIONS OF THE PARTNER

In addition to the other obligations of the Partner set out in the Contract, the Partner shall inform all its employees about the content of the Contract; keep ATC updated on all relevant changes in the company, among others like financials, organization, and ownership. All such information is to be sent to ATC in writing or by e-mail to: [email protected] Annual accounts shall be sent within 2 weeks after they have been approved by the general meeting and in no event later than 30 June each year; offer ATC to participate on relevant events and internal workshops, and shall inform about ATC on its intranet/internet pages; not enter into any agreement on behalf of ATC, unless pursuant to specific written authorisation; not receive payment from Customers without written authorisation from ATC: desist from any form of marketing of the Product to other than the Customers in the geographical area. If the Agent receives inquiries from other customers, such customers shall be referred to ATC, unless if other terms are specifically agreed in writing; and Be responsible for all costs in connection to the conduct of his business, unless otherwise is stated in writing herein.

CANCELLATIONS

General

All cancellations by the Partner must be in written form and must be addressed to [email protected]ctravelcompany.com. Upon cancellation by the Partner, ATC may charge a cancellation fee (“Cancellation Fee”). The Cancellation Fee will be calculated pursuant to clause 9.2 and 9.3 based on the date ATC receives the cancellation on the applicable above mentioned email address. ATC may cancel or change a voyage without compensation if the cancellation is due to (i) force majeure, including, but not limited to hindrance preventing fulfilment which is beyond the Party's control and which the Party reasonably could not be expected to have taken into account at the entry into of the Agreement or when the obligation was incurred, or (ii) other events occurring which are outside of ATC’s exclusive control and which could not have been foreseen when the booking was made and which ATC could not reasonably avoid or avert the consequences of. Cancellation terms can also be found on every booking confirmation and on [email protected]

Cancellation Fee

FIT bookings:

For all activity products the following cancellation fees apply: 

- More than 30 days to departure: No cancellation fee

- 30 days or less to departure:  100 % cancellation fee

 

Group bookings:

For all activity products the following cancellation fees apply:

- More than 90 days to departure: No cancellation fee

- 90 days to 45 days to departure: 50 % cancellation fee

- Less than 45 days to departure: 100 % cancellation fee

 

For all accommodation the following cancellation fees apply:

- More than 7 days to departure: No cancellation fee

- 7 days or less to departure: 100 % cancellation fee

 

ATC is entitled to cancel any ‘no named or not deposited’ capacity with adequate notice given. Names on allocated Groups are expected to be continuously provided by the Partner and must in any event be completed no later than the “No Cancellation Fee” deadline.

 

REVIEW AND RELEASE

Group Capacity

Group Capacity reserved by the Partner will be released as set out below. 120 days after the group has been confirmed à Review and release up to 50 % of the unsold capacity 180 days after the group has been confirmed à Auto release of 100 % of unsold capacity.

NAME CHANGES AND CHANGE FEE

ATC will charge a change fee (the “Change Fee”) for any change of names of the persons traveling under any individual booking or Group booking. No name change is allowed 15 days or less prior to the date of departure. All name changes by the Partner must be in written form and must be addressed to [email protected]

The Change Fee is based on the date ATC receives the request for a name change on the applicable abovementioned email address (the “Change Date”).

- More than 30 days prior to departure: No change fee

- Less than 30 days to departure: Change fee of 10 %

EDUCATIONAL ACTIVITIES

ATC will arrange and carry out information and competence related activities in cooperation with the Partner, for the common goal of stimulating increased sales. This includes participation in ATC school/tours arranged by ATC and use of the ATC agent booking solution. Participation by the Partner in webinars prior to campaigns is mandatory.

SALES AND MARKETING MATERIAL

ATC will develop sales and marketing material for the Partner to use. Sales and marketing material can be ordered at [email protected]

PARTNER CONTACT INFORMATION

Contact information for the Partner is set out in the Annual Agreement. If there are any changes in the contact information for the Partner, the Partner must inform ATC in writing and without unnecessary delay. Such Information must be sent to [email protected]

INTELECTUAL PROPERTY RIGHTS

Trademarks The Partner recognises ATC as being the owner of any registered or unregistered trademarks, marks, and trade names that VFR may adopt from time to time (“Trademarks”). During the term and for the purpose of the Contract, and subject to the restrictions in this clause 17, the Partner shall have the right to indicate to the public that it is an authorised travel agent of the Products and to advertise such Products under the Trademarks. Except as set forth in this clause 16, nothing contained in the Contract shall grant to the Partner any right, title or interest in the Trademarks. The Agent shall use his own name in his work for ATC. Sales and marketing material During the term of the Contract, the Partner shall have the right to use sales and marketing material made available to it by ATC for marketing and selling the Products. Keyword advertising and domains Unless explicitly accepted in writing by ATC, the Partner may not directly or indirectly bid on or display keywords or domain names involving the product name " ATC ", “arctictravelcompany.com” or variations or misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service. If ATC determines, in its sole discretion, that the Partner have purchased or attempted to purchase " ATC " or domain names as described above, ATC may (without limiting any other remedies available to it): Withhold all compensation otherwise payable to the Partner beginning with the date on which the Partner purchased the prohibited terms; Remove the Partner from the ATC partner register permanently; and/or Contact the search engine in which the Partner ad was found to ask that these ads be removed immediately and permanently. Any breach by the Partner of clause 16.3 shall be deemed as a material breach of the Contract.

DATA PROTECTION

Compliance with data protection and privacy laws As both ATC and the Partner processes personal data in connection with the Contract for its own business purposes, and determines its purposes and means for such processing, each of ATC and the Partner acts as separate controller. Each Party is responsible for its compliance with applicable data protection and privacy laws, including the EU General Data Protection Regulation 2016/679 as from 25 May 2018. Consents In connection with this Contract, the Partner shall promptly upon request from ATC disclose to ATC personal data relating to customers that purchase the Products (including email and phone numbers) so that ATC can communicate by email and phone with the customers in the event of emergency situations, if schedule changes occur close to the departure date and to otherwise fulfil its contractual obligations. The Partner warrants that it is entitled to allow ATC to receive and use such disclosed data for the contemplated purposes and is obliged to obtain consents if required under applicable data protection and privacy law.

COMPLIANCE REQUIREMENTS

Licenses and bonds The Partner must always (a) have all licenses required by law; and (b) be properly bonded to the satisfaction of ATC. Anti-corruption The Partner has always complied with and shall continue to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption ("Anti-corruption Laws"); and have and shall maintain in place throughout the term of the Contract its own policies and procedures, to ensure compliance with Anti-corruption Laws. Corporate Social Responsibility The Partner (i) is, and will continuously be, in compliance with, and requires, and will continue to require, its subcontractors and any person under its control to comply with, all applicable state, national, and international laws, rules and regulations relating to ethical and responsible standards of behaviour, including, without limitation, those dealing with human rights (including, without limitation, human trafficking and slavery and conflict mineral sourcing), environmental protection and sustainable development (the “CSR Requirements”); and (ii) have adopted and implemented appropriate and effective policies to ensure compliance with the CSR Requirements. Breach of this clause 19 shall be deemed a material breach of the Contract.

TERM AND TERMINATION

Term The Contract has the term set out in the Annual Agreement. Termination Each of ATC and the Partner has the right to terminate the Contract at any time without cause upon not less than 90 days’ notice. A party is entitled to terminate the Contract with immediate effect if the other party (a) has committed a material breach of the Contract, or any obligation incurred as a result of the Contract; or (b) becomes insolvent, makes a voluntary arrangement with its creditors or becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or an encumbrancer takes possession of, or a receiver is appointed in respect of, all or a substantial part of the party’s property or assets. A party may claim compensation for financial loss incurred due to breach of the Contract by the other Party. Such compensation shall in no event include indirect or consequential losses. Survival The respective obligations of the Parties under the Terms & Conditions, which by their nature would continue beyond the termination, cancellation or expiry of the Contract, including without limitation clauses 20 , 21, 22 and 23, shall survive the termination or expiry of the Contract.

CONFIDENTIALITY

Except as stated otherwise in the Contract: the content of the Contract shall be confidential; The Partner shall treat as strictly confidential and not disclose or use any information relating to the business, financials or other affairs of ATC other than for the purpose of fulfilling its obligations under the Contract; and ATC shall treat as strictly confidential and not disclose or use any information relating to the business, financials or other affairs of the Partner other than for the purpose of fulfilling its obligations under the Contract. Information which is subject to confidentiality above may be disclosed when (a) such disclosure is required by law or regulations, (b) such information is or becomes public through no fault of the other Party (or its Affiliates), (c) such information has been obtained separately by a Party from a third party that is not bound by any obligation or duty of confidentiality in respect of such information, or (d) disclosure is required in order to present the information as evidence in any court or arbitration (as applicable) proceedings between the Parties. The confidentiality obligation applies after termination of the Annual Agreement.

MISCELLANEOUS

Entire Agreement and Amendments

The Contract contains the entire agreement and undertakings of the Parties and supersedes all prior negotiations, representations, undertakings and agreements in respect of the subject matter of the Contract. Any amendment to the Contract shall only become effective if it is in writing and is signed by the authorised representative(s) of each Party, except that ATC shall have the right to update and/or amend the Terms & Conditions upon not less than 30 days’ notice on the Agent Website. Furthermore, ATC will notify the Partners on the Agent Website of any material change in prices, taxes and/or fees not less than 30 days before such change takes effect. Waiver The failure of either Party to enforce or insist upon compliance with any of the terms and conditions of the Contract, the waiver of any term or condition of the Contract, or the granting of an extension of the time for performance, shall not constitute an agreement to waive such terms with respect to any other occurrences. Severability If any of provision of the Contract is found by any competent authority to be void or unenforceable, it shall be deemed to be deleted from the Contract, and the remaining provisions of the Contract shall remain in force and effect. Notwithstanding the foregoing, the Parties shall negotiate in good faith in order to agree the terms of a mutually satisfactory provision to be substituted for any provision found to be void or unenforceable. Assignment and subcontracting Except with the prior written consent of the other Party, no Party may assign or otherwise transfer any of its rights and/or obligations under the Contract. The Contract shall endure to the benefit of and shall be binding upon the lawful successors or permitted assignees of either of the Parties. ATC understands and accepts that the Partner may contract sub-agents that it may wish to employ to carry out certain services on its behalf. The Partner has the full responsibility that such sub-agents comply with terms and conditions of the Contract.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing law The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation is governed by and construed in accordance with the laws of Norway, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than Norway. Dispute resolution In the event of any dispute arising under the Contract, including any allegation of breach and any failure to reach mutual agreement under the Contract, the Parties shall refer the matter for consideration and resolution by the responsible executives of the Parties. The responsible executives shall use their reasonable endeavors to resolve the dispute amicably. If the dispute is not resolved by the responsible executives of the Parties, the dispute shall be finally settled by Norwegian courts, with Oslo City Court (Oslo tingrett), as exclusive legal venue.