CruiseCompete.com - Agency Membership Terms and Conditions

CruiseCompete.com
Terms and Conditions for Agency Membership
(Should Be Read BEFORE Signing Agency Membership Agreement)

These additional Terms and Conditions are incorporated in and form a part of the Agreement signed by the Agency and CruiseCompete, L.L.C. ("CruiseCompete"). The Agreement signed by the Agency and the Terms and Conditions can be modified at any time by CruiseCompete in accordance with the Agreement. The Agreement between CruiseCompete and the Agency includes, collectively, the Agreement signed by the Agency, these Terms and Conditions, and the Credit Card Authorization Form.

Account. CruiseCompete creates an Account for each Agency who becomes a member of the CruiseCompete Service. The Account will allow Agency personnel to log in, view, and respond to requests for quotes (i.e., prices on cruises) from Users of the Service.
Definition of "Booking." A "Booking" is defined as any cruise booking Agency makes for a CruiseCompete User by accepting a deposit from that User or via booking transfer from a cruise line within twelve months of the Agency offering a quote via the CruiseCompete to that user. Note that the quote offered does not have to be for the sailing eventually booked, and any prior relationship Agency may have had with the User is immaterial.

Multiple cabins or multiple cruise sailings that are booked within twelve (12) months from the date of the last quote the Agency has provided to the User shall be included in the calculation of the Revenue Share, even if the User books a different cruise or cruises than were quoted through the Service. Additionally, if other cabins are sold for friends or associates traveling with the User on the same sailing, these sales are considered to be part of the Booking regardless of who pays for them.

Agency is responsible for correctly reporting each cabin booked meeting these definitions in Agency's account on the CruiseCompete system immediately upon receiving any deposit from the User.
Account Statements. CruiseCompete will provide reports in Agency's Account showing pending and sailed bookings along with Revenue Shares organized by month, so Agency can see the basis for previous charges as well as pending charges for future. Additional information will be accessible on each booking entered Agency record-keeping purposes, including a User Quote Request Number (if entered by Agency), ship, sail date, amount, and sail date. This data will take the place of printed invoices, which CruiseCompete will not provide.
Password. Agency may change passwords to control access to the Account. CruiseCompete recommends that Agency routinely change passwords to reduce the risk of unauthorized access to the Account. Agency assumes the risk of harm from unauthorized access to the Account, and Agency is solely responsible for changing Agency's passwords with such frequency as Agency considers appropriate.
Information Conveyed to Agency About Quote Request. CruiseCompete will provide Agency the following information related to each quote request from a User:
- The information related to the specific cruise submitted by the User (i.e., ship, sail date, number of cabins, cabin types, etc.);
- Date and time of the User's request (all times U.S. Central Time);
- The number of quotes submitted from other agencies (as of the last time Agency refreshed the web page); and if a sufficient amount of time has elapsed since Agency's response to the User's quote request, Agency will be able to view the lowest quoted rates previously submitted by other agencies.
CruiseCompete makes no representation or warranty to Agency regarding, and CruiseCompete is not responsible for, the accuracy or reliability of the information provided by the User to the Service.
Response to Quote Requests. To respond to a specific quote request, Agency must enter the price it is willing to quote to the User for the specified trip and submit the quote to the User. Quotes must include total cruise fare for requested number of passengers including all port charges, taxes, documentation and agency fees and shipping and handling charges. Quoted prices should not include any additional transportation, insurance, or lodging costs, though these services may be proposed and priced in the "comments" field on the quote form. The User, and not CruiseCompete, shall be responsible for all communications with Agency to book the cruise quoted by Agency. The User, and not Cruise Compete, shall be responsible for payment of all amounts due Agency or the cruise provider for the cruise quoted by Agency, and CruiseCompete shall have no liability whatsoever to Agency or the cruise provider for such amounts.
Responsibility to Honor Quotes Given. It is in the best interests of all parties that Users be able to rely on Agency's quote information and have a positive experience with the Service and Agency. While all quotes submitted by Agency will be considered to be subject to availability, Agency is solely responsible to insure that prices quoted are accurate and available when quoted, and Agency shall indemnify and hold CruiseCompete harmless (including CruiseCompete's reasonable attorney fees) from any claim made against CruiseCompete by any person or entity relating in any way to the information provided by Agency to the User or cruise line or relating in any way to any act or omission of Agency with respect to travel arrangements made by Agency for or on behalf of User.
Agency Agrees to Conform to Cruise Line Policies. Agency agrees it will conform to each cruise line's rules and policies in quoting and selling that particular line. Should CruiseCompete determine, in its sole judgment, that Agency is deliberately violating cruise line policies, that Agency's account access will be suspended immediately and Agency will be considered to be in Default under this Agreement.
Gross Commissionable Amount and other Booking-related fees.

The Gross Commissionable Amount of any booking made by a member-agent via CruiseCompete is defined as follows:
Cruise Fare Commissionable Bookings: the total amount of the cruise fare before any agency discounts.

Or:

Net Rate Bookings: total cruise fare less any less any non-commissionable elements of that fare, divided by 0.85. (to true-up the fare to a 15% commission rate). Note: when reporting bookings, simply report the Net Rate amount and select "Net Rate" from the "Fare Type" menu. The system will automatically do the math to true-up the rate.

Plus:

Add-ons: Anything else the Agent sells to the customer related to this cruise vacation that the consumer will use, consume, or experience on this cruise including but not limited to cruise insurance, shore excursions, transfers, hotels, flights, other transportation etc. is considered an add-on.

High Commission Add-ons: Any add-ons that will earn Agency a commission or net profit of 10% or higher, are considered "High Commission Add-ons" and will be included in the Gross Commissionable amount.

Low Commission Add-ons: Any add-ons that will earn Agency a commission or net profit of at least 5% but less than 10% are considered "Low Commission Add-ons." Agency will pay a 1% revenue share on these types of sales.
Booking Cancellations/Modifications. Agency may modify or delete any booking Agency enters on the Service prior to the sail date for that booking based on changes in the cost of the booking or upon cancellation. Should a booking be canceled or the Gross Commissionable Amount be decreased, Agency shall be solely responsible for deleting or modifying the booking, as the case may be, on the Service prior to the sail date, or the Revenue Share will be charged in full and not refunded. Notwithstanding the foregoing, Agency shall in all events remain responsible for any amounts under-reported to CruiseCompete. If an Agency was not aware of a cruise line's cancellation of a cruise before the sail date (E.g., last-minute weather-related issues), CruiseCompete may, in its sole discretion, choose to apply a credit to the Agency's Account. If a booking is canceled by anyone for any reason, but the Agency still receives a commission or other form of compensation for the booking due to insurance or other source of payment including any payment the Agency may receive from the cruise line based on Future Cruise Credits, then CruiseCompete shall receive its Revenue Share for the booking. In this case, the Agency may choose to not delete the booking or to otherwise report the booking to CruiseCompete for billing. Should CruiseCompete deem it necessary, CruiseCompete may require Agency to review and indicate online which bookings the Agency has or will receive compensation for.
Agency's Responsibility to Record Bookings via CruiseCompete. Agency is responsible for recording in Agency's Account (by referencing the User Quote Request Number) all leads that come from CruiseCompete, and recording any and all bookings Agency makes with respect to such leads as soon as a deposit is paid by the User. A properly recorded booking will automatically turn off the User's quote request and prevent the User from obtaining new quotes from other agencies. Therefore, it is to Agency's advantage to report bookings to CruiseCompete as soon as they occur. For any deposit that Agency receives on a cruise booking where Agency cannot positively identify a lead source, Agency agrees to enter the customer's e-mail address into the "Look up" field in the Account to determine whether the Agency submitted a quote to the User within twelve (12) months prior to the booking, and if a quote was submitted within such time period, Agency shall report the booking in the Account. CruiseCompete will help Agency keep track of bookings by displaying the User Quote Request Numbers issued to Users, and by informing Users that they must refer to their quote request by the Quote Request Number when contacting agencies in order to obtain the quoted price from Agency, but the sole responsibility for reporting all bookings remains with the Agency.
Reporting Accuracy. CruiseCompete will rate the accuracy of Agency's recordkeeping and reporting under Paragraph 8 of the Terms and Conditions by calculating a percentage based upon (a) the bookings reported by the Agency to CruiseCompete that have not been first reported to CruiseCompete by a User or other means, in relation to (b) the total number of bookings of Agency through leads of Users of the Service. If Agency's percentage of reporting accuracy is less than the average reporting accuracy for all agencies using the Service, then CruiseCompete may, (i) increase the Revenue Share of Agency in such amount determined by CruiseCompete in its sole discretion, upon thirty (30) days' written notice pursuant to Paragraph 3 of the Agreement signed by the Agency regardless of whether six months have elapsed from the date of this Agreement, (ii) suspend Agency's Account for such time as determined by CruiseCompete, in its sole discretion, or (iii) declare an Event of Default under Paragraph 14 of the Terms and Conditions. Notwithstanding any action taken by CruiseCompete in accordance with this Paragraph 9, CruiseCompete shall be entitled to receive the penalty Revenue Share, if applicable, pursuant to Paragraph 11 of the Terms and Conditions for unreported or under-reported bookings by Agency.
Audit Provision. Each calendar quarter, CruiseCompete may request by e-mail or other means, and Agency must supply official cruise line documentation, on up to five (5) bookings that Agency has made within the past twelve months as a result of Users' requests for quotes provided by the Service. This documentation shall include all information about all cabins related to the requested booking including the data necessary to establish the gross commissionable cruise fare. (These include but are not limited to standard forms with titles such as "Agency Confirmation" or "Offer Confirmation Invoice-Agent Copy"). All documentation must be supplied to Cruise Compete within fourteen (14) days of the date of CruiseCompete's request.

If Agency refuses to provide such documentation or fails to respond to CruiseCompete's request within such fourteen (14) day period, then in addition to CruiseCompete's other remedies for default under the Agreement, CruiseCompete may assess a penalty Revenue Share of an additional 5% of the Gross Commissionable Amount for all bookings made by Agency using quote requests through the Service for the prior twelve (12) month period and for all future bookings by the Agency through the Service until further notice by CruiseCompete. If Agency's failure to provide the requested documentation for a booking is due to a bona fide reason not the result of any fault on the part of Agency (for example, the bankruptcy of a cruise line or a host agency), then the penalty described in the immediately preceding sentence will not be applied and the Gross Commissionable Amount reported by the Agency will be assumed to be correct unless a different amount is established through other means. For each booking where documentation is not available for a demonstrated bona fide reason not the result of any fault on the part of Agency, CruiseCompete may request and Agency must supply official cruise line documentation on a replacement booking.

For each booking where the Gross Commissionable Amount is found to be under-reported by five percent (5%) or more, CruiseCompete may request and Agency must supply official cruise line documentation on up to five (5) additional bookings that Agency has made within the past twelve months as a result of Users' requests for quotes provided by the Service, subject to the same terms above.
Penalties for Failing to Report Bookings or Underreported Bookings. CruiseCompete will communicate with Users in a number of ways to inquire if they have booked cruises through use of the Service provided by CruiseCompete. If CruiseCompete discovers a booking has been made by Agency, and this booking was not reported to CruiseCompete by Agency by the sail date of the cruise, then Agency agrees that the Revenue Share payable to CruiseCompete shall be fifteen percent (15%) of the Gross Commissionable Amount for that cruise. If Agency reports a booking that underreports the actual Gross Commissionable Amount for that booking and Agency does not correct the information by the sail date for that cruise, Agency agrees to pay CruiseCompete a Revenue Share equal to fifteen percent (15%) of the difference between the actual amount and the under-reported amount for that cruise. Provided, however, these penalties do not apply to non-reported bookings or under-reports that Agency discovers and brings to CruiseCompete's attention prior to booking data being requested in an audit under Paragraph 10 of the Terms and Conditions. This provision shall survive the termination of the Agreement.
Credit Card Declination Fee. Should Agency's credit card be declined for any reason for any amount due CruiseCompete, Agency will be assessed a $75 fee. CruiseCompete will make a good faith effort to contact Agency regarding the credit card declination. Agency may either correct the problem with the credit card supplied or provide a different, valid credit card. If the charge cannot be processed by CruiseCompete within thirty (30) days of the date of declination or another payment arrangement is not made to CruiseCompete's satisfaction within such time, then Agency will be in default under the Agreement.
Change in Membership Fees; Additional Charges. After the first six months of the Agreement have passed, CruiseCompete may institute other fees or charges and/or increase membership fees on thirty (30) days notice to Agency. If CruiseCompete has issued a notice to institute other fees or charges or increase the membership fee, Agency may terminate the Agreement by providing written notice of termination to CruiseCompete on or before 30 days after the date of CruiseCompete's notice to Agency.
Default. The following shall be "Events of Default" by Agency under the Agreement, and the term "Event of Default" shall mean, whenever it is used in the Agreement, any one or more of the following events: (a) Agency's failure to observe or perform any covenant, condition, obligation or agreement under the Agreement; (b) Agency's failure to pay any amount when due under the Agreement; (c) Agency engaging in conduct detrimental to the overall operation or reputation of the CruiseCompete or the Service, as determined by CruiseCompete in its sole discretion, including but not limited to Agency's deliberate failure to honor prices quoted to Users or engaging in conduct resulting in material complaints by User's; or (d) CruiseCompete's declaration of default in accordance with other terms of the Agreement.
Remedies on Agency's Default. Whenever an Event of Default by Agency shall occur, CruiseCompete may take any one or more of the following actions : a) Declare all Revenue Shares on all bookings Agency has entered on its Account with the Service immediately due and payable, regardless of whether the booking or cruise is later cancelled; b) Deactivation of Agency's Account by CruiseCompete; (c) Termination of the Agreement; and (d) Commencement of legal or equitable proceedings to enforce CruiseCompete's rights under the Agreement. Cruise Compete may collect its attorneys fees and all other costs and expenses incurred by CruiseCompete to recover amounts due CruiseCompete under the Agreement or to enforce its rights under the Agreement.

Notwithstanding the deactivation of Agency's Account or termination of the Agreement by CruiseCompete, Agency shall remain responsible for reporting (via e-mail or fax) any new bookings and changes to existing bookings by sail date and immediately pay the Revenue Share with respect thereto, regardless of whether the cruise is later cancelled. Agency's obligations under Paragraphs 2 through 5 and 7 of the Agreement signed by Agency and Paragraphs 7 through 12, 15, and 19 through 26 of the Terms and Conditions are continuing and shall survive the termination of the Agreement.
Right to Independent Auditor. Agency has the right, at its sole expense, to hire an independent professional auditing organization ("Auditor") to review CruiseCompete's computer and financial records for the sole purpose of determining the accuracy of charges to Agency. Auditor must agree in writing, to Cruise Compete's satisfaction, to maintain the confidentiality of, and not to reveal, any information to Agency or any third party about CruiseCompete's business other than its assessment of the accuracy of the charges to Agency as defined in the Agreement. CruiseCompete agrees to provide reasonable access to the Auditor, but Auditor shall not interfere with CruiseCompete's business operations in conducting such audit. Agency agrees that it will have no claim to legally challenge fees charged for quotes without an Auditor's report showing errors on CruiseCompete's part.
Notification. E-mail communication from CruiseCompete to Agency's Official Notice E-mail Address shall serve as formal notification to Agency under the Agreement. It shall be the responsibility of Agency to notify CruiseCompete in writing of any changes to Agency's Official Notice E-mail Address.
Independent Contractors. The parties are and shall remain independent contractors with respect to all matters pursuant to the Agreement. No partnership, joint venture, affiliate, agency or similar relationship is established by the Agreement, and neither party has actual or apparent authority to bind the other. Any representation to the contrary shall be deemed a material breach of this contract.
Indemnification. Agency agrees to protect, defend, indemnify and hold CruiseCompete, its officers, owners, managers, employees, agents, successors and assigns, harmless from and against any and all claims, demands, actions, damages, liabilities, judgments, costs, and expenses (including CruiseCompete's reasonable attorney fees) of any kind whatsoever arising from, or relating in any way to, Agency's business operations or Agency's use of the Service or any act or omission by Agency with respect thereto.
Trademarks and Intellectual Property. Agency hereby grants CruiseCompete a limited license to use Agency's name to promote the Service on the CruiseCompete web-site or in other promotions and media. Should Agency object to any specific use of its name, CruiseCompete will discontinue this use as soon as reasonably possible.

All content included or available on the web-site, including site design, logos, text, graphics, interfaces, navigation, general concept, and the selection and arrangements thereof is ©2008 CruiseCompete, with all rights reserved, or is the property of CruiseCompete protected by intellectual property rights. Any use of content or materials on the web-site, including reproduction for purposes other than those required by the Agreement, modification, distribution, or replication, any form of data extraction or data mining, or other commercial exploitation of any kind, without prior written permission of an authorized officer of CruiseCompete is strictly prohibited. "CruiseCompete" is a registered trademark of CruiseCompete. Use of CruiseCompete trademarks without the prior written consent of CruiseCompete is prohibited.
Disclaimer of Warranties. THE SERVICE AND WEB-SITE IS PROVIDED BY CRUISECOMPETE ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CRUISECOMPETE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR RESULTS OF THE SERVICE OR WEB-SITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. CRUISECOMPETE SHALL HAVE NO LIABILITY FOR ANY INTERRUPTIONS IN THE USE OR AVAILABILITY OF THE SERVICE OR WEB-SITE. CRUISECOMPETE DISCLAIMS ALL WARRANTIES WITH REGARD TO THE INFORMATION PROVIDED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WITHOUT LIMITATION ON THE FOREGOING: (1) CRUISECOMPETE MAKES NO REPRESENTATION OR WARRANTY THAT THE WEB-SITE OR SERVICE WILL OPERATE WITHOUT ERROR OR THAT THE WEB-SITE AND ITS SERVER ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL AGENTS. AGENCY AGREES THAT CRUISECOMPETE WILL NOT BE RESPONSIBLE FOR REPLACING ANY EQUIPMENT OR DATA AS A RESULT OF AGENCY'S USE OF THE SERVICE OR WEB-SITE. (2) CRUISECOMPETE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE SECURITY OF THE SERVICE AND WEB-SITE WITH RESPECT TO UNAUTHORIZED ACCESS TO AGENCY'S ACCOUNT. (3) CRUISECOMPETE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY OF THE SERVICE AND WEB-SITE. (4) CRUISECOMPETE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE TRUTHFULNESS, ACCURACY, COMPLETENESS OR RELIABILITY OF ANY INFORMATION PROVIDED BY USERS. (5) CRUISECOMPETE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE NUMBER OF REQUESTS FOR QUOTES TO BE SUBMITTED BY USERS, OR THE NUMBER OF BOOKINGS AGENCY WILL BE ABLE TO OBTAIN THOUGH PARTICIPATING IN THE SERVICE, (6) CRUISECOMPETE MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AUTHENTICITY OR AUTHORITY OF ANY USER, OR THE ABILITY OF ANY USER TO PERFORM OR SATISFY ANY FINANCIAL OR OTHER OBLIGATION TO AGENCY OR OTHER THIRD PARTIES.
Limitation of CruiseCompete's Liability. CRUISECOMPETE SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR, CRUISECOMPETE SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE USE OF THIS SERVICE OR THE WEB-SITE OR THE INFORMATION CONTAINED IN THEM, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF CRUISECOMPETE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Confidentiality. During the term of the Agreement and indefinitely after the term of the Agreement has expired or the Agreement has been otherwise terminated, each party will only use the other party's information for purposes set forth in the Agreement and only to the extent necessary for such purpose and, except as required by legal process (written notice of which shall first be given to the other party prior to any disclosure) and except for such information that is in the public domain, each party will not disclose the other party's information acquired through the Service to any person other than the party's agents or employees having a need to know, without the prior written approval of the other party. CruiseCompete may share market information about quotes, bookings and booking trends with third parties, provided that this information does not identify any specific consumer or any specific travel agency, Notwithstanding the foregoing, CruiseCompete may disclose, through this Service, Agency's quotes to Users.
Specific Limitation on Confidentiality. CruiseCompete reserves the right to share Agency's quote, booking and other information related to a particular cruise line with representatives of that cruise line.
Venue & Governing Law. The Service and the web-site are operated in the State of Iowa. The Agreement shall be governed by and interpreted according to the laws of the State of Iowa, without regard to its conflict of laws provisions. Both parties submit to the exclusive jurisdiction of the State and Federal Courts located in Polk County, Iowa for any action or proceeding relating to the Agreement brought by either party, and each party expressly waives any objection it may have to such jurisdiction or the convenience of such forum.
No Implied Waiver. CruiseCompetes waiver of any term, condition or provision of the Agreement shall not be construed as a waiver of any rights and remedies afforded to CruiseCompete under law or the Agreement. CruiseCompete's waiver of any default or breach by Agency hereunder shall not constitute a waiver of any other default or breach by Agency whether similar or otherwise.
Modification. CruiseCompete has the right, at any time, to modify and amend the Agreement, including the Terms and Conditions, without prior notice to Agency. Such modifications shall become effective immediately upon being posted at the www.cruisecompete.com web-site. Agency's continued use of the Service after such modifications are posted shall constitute Agency's acknowledgement and acceptance of the Agreement, including the Terms and Conditions as modified. Except as provided in this paragraph, the Agreement may not be amended.