INTERNATIONAL CULINARY TOURS
This International Culinary Tours services agreement (hereinafter “agreement”) is between Advantage Tennis Tours Inc., a California Corporation, DBA International Culinary Tours, (“ICT”) and client(s) referenced below (collectively, “Client(s)”).
ICT is actively engaged in the business of planning and coordinating tours. The client(s) wishes to engage ICT as an independent contractor for the purpose of planning and coordinating the client(s) tour described herein (the “Trip”) and completing certain tasks as set forth in this agreement. Additional details about the Trip are set forth herein in detail. ICT wishes to provide the Services (as defined below and in the attachments) relating to the Trip in accordance with the terms of this agreement. The parties therefore agree as follows:
ENGAGEMENT AND SERVICES
The Client(s) retain ICT to provide, and ICT shall provide, the services described herein (the “Services”). Without limiting the scope of Services described herein, ICT shall perform the Services set forth herein; devote as much productive time, energy, and ability to the performance of its duties under this agreement as may be necessary to provide the required Services in a timely and productive manner; perform the Services in a safe, good, and workmanlike manner by fully trained, skilled, competent, and experienced personnel using at all times adequate equipment in good working order. ICT may delegate incidental responsibilities to ICT staff and third parties, but primary responsibility for fulfilling the Services remains with ICT; communicate with Client(s) about progress ICT has made in performing the Services; provide services (including the Services) that are satisfactory and acceptable to the Client(s); be available at reasonable times and places to advise and counsel the Client(s) about the Trip on all matters described herein; and use best efforts to supervise and coordinate the Trip and to keep the Client(s) apprised of the status of the Services.
ICT shall perform the Services in accordance with standards prevailing in the tour operator industry, and in accordance with applicable laws, rules, or regulations. ICT shall obtain all permits or permissions required to comply with those standards, laws, rules, or regulations. If ICT provides travel services subject to special permit by the federal government or state agencies as requested by the Client(s), the Client(s) shall abide by the permit requirements while on the trip or any specific location or property.
The Client shall: make timely payments of amounts agreed to by ICT under this agreement; provide relevant information to assist ICT with the performance of the Services; immediately notify ICT of any material changes to the clients trip or intended plans affecting ICT’s obligations under this agreement, including any desires, changes to the time, date, and locations of the trip; execute all contracts with vendors and service providers and make timely payments under those contracts; purchase all items needed for the trip; and satisfy all of ICT’s reasonable requests for assistance in its performance of the Services.
TERM AND TERMINATION
Term. This agreement will become effective as described herein. Unless it is terminated earlier in accordance with the terms and conditions here, this agreement will continue until the Services have been satisfactorily completed and ICT has been paid in full for those Services (the “Term”).
Termination. This agreement may be terminated: by a party subject to 15 days written notice )and for reasons allowed as defined in this agreement; by a party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within 15 days of receipt of written notice of the breach; by the Client(s) at any time and without prior notice, if ICT fails or refuses to comply with the reasonable directives of the Client(s) pursuant to the terms and conditions of this agreement, or is guilty of serious misconduct in connection with performance under this agreement; by ICT, immediately on written notice, if ICT cannot accommodate necessary reservations, (as defined herein below); by ICT on provision of 15 days’ written notice to the Client(s), if the Client(s) does not pay the Deposit.
EFFECT OF TERMINATION
After the termination of this agreement for any reason, the Client(s) shall promptly pay ICT for Services rendered before the effective date of the termination. However, the Client(s) will not pay ICT if prohibited under applicable government law, regulation, or policy, or if ICT is guilty of serious misconduct in connection with performance under this agreement.
Except as otherwise provided, following the termination of this agreement, ICT shall promptly refund to the Client(s) any payments already made by the Client(s) according to the terms set forth herein for any Services that have not been rendered before the effective date of the termination.
The Client(s) acknowledges that any anticipated or unanticipated change to the time, date, or location of the tour (as set forth hereinbelow made after the Effective Date may cause ICT to become unable or unavailable to provide the Services, impact the quality of the Services, or result in a need for the provision of services in addition to the Services.
ICT may, at its sole discretion, make reasonable efforts to accommodate a Travel Change. If ICT does not, or cannot, accommodate a Travel Change, ICT may, at its sole option, terminate this agreement on provision of written notice to the Client(s). If ICT can accommodate a Travel Change, but only by providing services in addition to the Services, these additional services and any associated costs will be determined and agreed to by the parties at the time of that Travel Change.
The Client(s) hereby grant ICT the limited perpetual right to use, publish, and exhibit, on the internet and in other publications, any digital images or photographs of the Client(s) taken during the trip and details of the trip, solely to promote ICT’s business.
ICT expressly disclaims any warranty of merchantability or fitness for a particular purpose of any product, good, service, vendor, or service provider recommended or used by ICT in connection with the travel event.
NATURE OF RELATIONSHIP
ICT shall provide the Services solely as an independent contractor. Nothing in this agreement may be construed as creating a joint venture, partnership, franchise, agency, employer-employee, or similar relationship among the parties, or as authorizing any party to act as the agent of the other. ICT is and will remain an independent contractor in its relationship to the Client(s). The Client(s) are not responsible for withholding taxes related to ICT compensation under this agreement. ICT is solely responsible for the payment of all income, social security, employment-related, or other taxes incurred as a result of the performance of the Services by ICT under this agreement and for all obligations, reports, and timely notifications relating to such taxes. ICT will have no claim against the Client(s) for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this agreement creates any obligation between any party and a third party.
During the Term, ICT may engage in other independent contracting activities.
At all times after the effective date of this agreement, ICT shall indemnify the Client(s) from all damages, liabilities, expenses, claims, or judgments (including interest, penalties, reasonable attorneys’ fees, accounting fees, and expert witness fees) (collectively, the “Claims”) that the Client(s) may incur and that arise from:
ICT’s negligence or willful misconduct arising from ICT’s carrying out of its obligations under this agreement; ICT’s breach of any of its obligations or representations under this agreement; or ICT’s breach of its express representation that it is an independent contractor and in compliance with all applicable laws related to work as an independent contractor. If a regulatory body or court of competent jurisdiction finds that ICT is not an independent contractor or is not in compliance with applicable laws related to work as an independent contractor, based on ICT’s own actions, ICT will assume full responsibility and liability for all taxes, assessments, and penalties imposed against ICT or the Client(s) resulting from that contrary interpretation, including taxes, assessments, and penalties that would have been deducted from ICT’s earnings if ICT had been on the Client(s) payroll and employed as an employee.
At all times after the effective date of this agreement, Client(s) shall indemnify ICT and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors, and assigns (collectively, “ICT Indemnitees”) from all Claims that ICT Indemnitees may incur arising from:
the Client(s) breach of any of their obligations or representations under this agreement; or Client(s) nonpayment of other ICT travel and service related vendors or the actions of the Client(s) or their invitees to all travel related events during the actual travel. Client(s) are not obligated to indemnify ICT if any of these Claims result from ICT’s own actions or inactions.
ICT is not responsible for a diminished travel experience because of things beyond the control of ICT including weather, third party schedule changes and mistakes (events, hotels, restaurants) and political or civil unrest. The occurrence of any of these things that interferes or otherwise prohibits any part of the trave event from occurring or, from creating a maximum pleasurable experience, does not constitute a breach of ICT’s obligations under this agreement. ICT shall use its best efforts to limit the impact of said events on the quality of its Services, but may also make last minute changes to ensure the overall performance of ICT’s team and other vendors that have been retained.
A party will not be considered in breach of or in default of this agreement and will not be liable to the other party because of any delay, inability, cancellation and/or failure to perform its obligations under this agreement by reason of, but not limited to fire, earthquake, flood, explosion, strike, civil unrest, riot, war, terrorism, disease, virus, or similar health hazard or event beyond that party’s reasonable control. Furthermore, all parties acknowledge the existence of the global pandemic known as COVID-19 and the negative and dangerous impact it has to health, safety, business closures, travel restrictions and other business restrictions that would make one or more parties unable to perform certain terms and conditions of this agreement in a safe and lawful fashion. As such, all parties agree that COVID-19 is for this contract, a Force Majeure event and cancellation of the Event due to any COVID-19 impact may be made by ICT in writing and via a discretionary and unilateral decision. Rescheduling or repurposing of the Event is subject to all other terms and conditions set forth in the contract. If a Force Majeure event occurs, the affected party shall, as soon as practicable (a) notify the other party of the Event and its impact on performance, if any, under this agreement; and (b) use reasonable efforts to resolve any issues and mitigate damages resulting from the Force Majeure event.
Choice of Law. The laws of the state of California govern this agreement (without giving effect to its conflicts of law principles). Choice of Forum. All parties consent to the personal jurisdiction of the state and federal courts in Orange County, California.
No amendment to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
ASSIGNMENT AND DELEGATION
No Assignment. No party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection. No party may delegate any performance under this agreement, except with the prior written consent of the other party. If a purported assignment or purported delegation is made in violation of this section, it is void.
If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
ARBITRATION AND MEDIATION
The parties to this agreement do not anticipate any disputes, issues or problems. However, if any do arise, the parties agree that all legal claims and demands shall be resolved by binding arbitration with the well-respected arbitration service, Judicate West, in Santa Ana, California. It is also agreed, to facilitate the resolution of all claims, that a non-binding mediation will take place between the parties, also at Judicate West, 90 days prior to the arbitration date. The parties are free to agree to a different arbitration and mediation service but, absent agreement, Judicate West will be the choice of service.
If mediation, arbitration or other possible litigation takes place, it is agreed between the parties that the prevailing party shall be entitled to reimbursement of all reasonable attorney fees, costs and expenses.
Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email. A party shall address notices under this section to a party at the contact information reflected at the signature page below. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.
No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.
This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. No party was induced to enter this agreement by, and no party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.
The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.
This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.
NECESSARY ACTS; FURTHER ASSURANCES
Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.
ICT TOUR RESERVATION FORM:
In exchange for ICT providing professional services and all fees, as set forth herein, ICT shall provide the following Services:
PAYMENT DETAILS AND ADDITIONAL TERMS AND CONDITIONS
Deposit: A deposit of $895 is required to secure your booking for all tours. Reservations will be confirmed by email upon receipt of a signed reservation form and deposit. Changes made after deposit may be subject to additional fees.
Final Payment: Final payment is due to ICT on or before 75 days prior to commencement of tour. Late payments are subject to a $75 fee (per person) payable to ICT. If final payment is received late, cancellation may occur (at the discretion of ICT.).
Cancellation: Upon written notice of cancellation, 20% of the deposit will be refunded. Once final payment has been made, there will be no refunds.
Refunds: No refunds will be made for any unused activities included in the tour package.
Tour Prices: All prices are per person and based on double occupancy Single reservations are available with a price adjustment. Price is subject to change without notice as a result of any adverse economic changes or currency fluctuations that may affect air/land transportation, hotels or other related service providers.
Travel Documents: It is the responsibility of each tour participant to obtain and carry a valid passport, visa(s) and any other documents required by applicable government regulations. Non U.S. residents may require special travel documents, so check with your local consulate or embassy. Travel Insurance is highly recommended.
Air Transportation: Roundtrip air and airport transfers are not included unless specified.
Miscellaneous: Items not included in our tours: meals (other than specified), tips, gratuities, excess baggage fees, optional sightseeing, items of a personal nature, airport departure taxes, tour extensions including airfare changes.
Responsibility: ICT and its representatives act as independent contractors and are not employed by, or agents of, any air/land transportation carriers, sightseeing tour operators and hotels who are providing services included in the specified tour. The individual tour participant agrees that ICT and its representatives shall not be liable for any injury, damage, loss, accident, delay, or irregularity, liability or expense to person or property due to any act or default of hotel, air/land transportation carrier, restaurant, event ticket supplier or other contractor rendering or providing services. Subject to the Force Majeure provision which is incorporated herein by reference, ICT and its representatives shall not be responsible for any expense of liability resulting from labor disputes, war, acts of terrorism, government restrains, weather conditions, sickness, pilferage, or any other cause beyond their control. ICT and its representatives reserve the right to accept or to retain or refuse to retain any person as a participant of any tour or to cancel any program of a tour or complete tour if circumstances so demand. ICT and it’s representatives reserve the right to cancel any tour prior to departure for any reason (including insufficient number of participants) or change itineraries and substitute services or hotels of similar quality without prior notification.
Late Payments: Any late payment will result in a charge of $75 which will be added to the balance due or, if no balance remains, will be invoiced the client. Bad payments, such as a bounced check or electronic transfer that does not happen through no fault of ICT will result in a charge of $75 which will be added to the balance due or, if no balance remains, will be invoiced to the client. If said payments are not received within 10 days after being due, the client will be in default of the agreement and ICT may stop performance of the Services. ICT retains the right to pursue collection against client for all outstanding amounts due and owing under the terms of this agreement. Interest, attorney fees and costs shall all be sought in said collection efforts.
Expenses: Any actual out-of-pocket costs, fees or expenses incurred by ICT in the performance of this agreement and services are the client(s) responsibility. Upon being invoiced by ICT, the client must make payment in full within 10 days of the invoice date. If payment is not received, client will be deemed to be in breach of the agreement and ICT may stop the performance of services under the terms and conditions. All collection rights and remedies set forth under the late payments section are incorporated herein by reference.
By signing and dating this agreement, all parties confirm they have a full understanding of the content of this agreement. The parties also confirm they may each execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.
I acknowledge that I have read the terms and conditions in Attachment A and the ICT tour reservation form by my signature below:
Guest signature: _____________________________________
Advantage Tennis Tours Inc., California Corporation,
DBA International Culinary Tours
33 White Sail, Ste 100
Laguna Niguel, CA 92677 USA
Tel Nos: 800-341-8687 or 949-661-7331