Agency Agreement Contract
Sample Contract that can be used by any dive centre
1. Terms and Definitions
1.1 IDC Guide who shall comprise (“the Client”), as well as all their affiliates, officers, employees, workers and directors and [COMPANY AS STATED BELOW], (“the Agent”), shall agree to enter into this agreement of agency (“the Agreement”) from this date, the [DATE OF SIGNATURE BELOW].
1.2 The Agent shall represent the Client in the scuba diving industry (“the Industry”) for a period of [contract period below] beginning on the date this contract is signed.
1.3 Within the Industry, in particular, the Agent shall be able to represent and facilitate the Client’s business, in the retail procurement and booking of the PADI IDC as wel as recreational liveaboard trips,
day trip diving excursions, and PADI diving courses (“the Business”) subject to the following provisions.
2 Contractual Provisions
2.1 Representation of the Business
2.1.1 In representing the Client, the Agent must furnish to the Client, copies of their official Company paperwork, clearly delineating the Agent’s legal capability to represent and sell the Client’s Business, and to operate in their Country.
2.1.2 The Agent shall use their best endeavours to engage in the promotion and sale of the Business, and the Client, in the following manner:
2.1.2.1 the Agent shall always represent the Client in a professional and sincere manner befitting the reputation of the Client and the Client’s Business;
2.1.2.2 the Agent shall ensure that the marketing and promotional material, as supplied by the Client, is always organised, up to date, visible and conspicuous to the average consumer;
2.1.2.3 in representing the Client, the Agent shall always market to the consumer, the most current and applicable information about the Business, and the Client;
2.1.2.4 the Agent must notify the consumer of the full and complete price of their booking, as well as all associated inclusions and exclusions.
2.1.3 The Agent may represent another client in the Industry, so long as the Agent continues to represent the Client in accordance with the provisions of this Agreement.
2.1.4 The Agent is not permitted to advertise or sell any aspect of the Client’s Business for anything other than the published net retail cost, as outlined in the pricelist the Client gives to the Agent, (“the Price”). The Agent may not forfeit their commission, to offer any aspect of the Business at a discount or diminished price.
2.1.5 Any online or promotional offers or packages offered by the Client themselves, are reserved solely to the Client, and shall not be represented or sold by the Agent at any time.
2.1.6 To enable the fulfilment of the Agent’s provisions as stipulated above, the Client shall provide to the Agent, the most sufficient and up to date promotional material and information, so that the Agent may promote the Business in the most effective way.
2.1.7 The Client will also ensure that the Agent is imminently informed of any change in the Business’ schedule, proposed destinations and/or availability.
2.2 Remuneration
2.2.1 The Client shall pay to the Agent, a commission of 10% based on the Price of each trip and/or course booked by the Agent. There shall be no commission on any airport transfers, course materials, equipment rental or National Marine Park Fees.
2.2.2 The Client shall pay to the Agent, a commission of 10% based on the Price of any PADI course sold, and booked, by the Agent. This commission shall not extend to the sale or purchase of any PADI materials.
2.2.3 As means of remuneration, the Agent shall procure from the consumer 30% of the Price. This 30% shall comprise a deposit (“the Deposit”) on the consumer’s booking. The Agent shall keep part of this Deposit as their commission, and consequent remuneration.
2.3 Confirmation and Payment
2.3.1 Before booking any Business, the Agent must confirm with the Client, the availability of each proposed trip or course.
2.3.2 Once the Client has confirmed availability, the Agent must fill out the Client’s booking form, (“the Form”). The Form must be sent to the Client to confirm the booking, and
the Client will return the Form to the Agent with a consequent stamp of confirmation; if the Form is not fully completed or able to be confirmed, the Agent must amend and re-send the Form to the Client via facsimile or email to acquire the requisite confirmation.
2.3.3 Subsequent to the Agent procuring the Deposit from the consumer, the Agent must present the consumer with a booking voucher to be redeemed with the Client. The Agent must inform the consumer of the outstanding balance, and that this must be settled directly at the Client’s place of business, before departure.
2.3.4 Where 2.3.3 shall be impracticable and contrary to the Agent’s longstanding business practices, the Agent must obtain the Client’s written permission to adhere alternatively
to the following procedures, [and] such permission shall only be conferred at the Client’s discretion:
2.3.4.1 procure from the consumer, the full amount of the Price, including the Deposit; and
2.3.4.2 the Agent shall pay to the Client’s bank account, the whole amount of the Price less the Deposit, within 5 business days of the Client dispatching an invoice.
2.3.5 Where the Agent procures a full charter of one of the Client’s boats, the Agent may set the price per day to be charged to the consumer, so long as this price incorporates
the charge per day required by the Client, for the duration of the trip.
2.3.6 Upon the booking of the charter, the Agent must take a 30% deposit on the total price the Client will charge for the entire charter, and this must be paid directly to the Client’s bank account. The Agent must then procure the outstanding 70% to be paid to the Client, at the latest, 2 weeks before the time the trip is due to depart (“the Departure Time”).
2.4 Cancellation and Refund
2.4.1 Where a cancellation is made by the Client, for a reason other than those listed below, the Client may refund all monies paid by the consumer. Where a Deposit has been taken by the Agent, the Agent must revert this back in full, to the consumer:
2.4.1.1 the Client reserves the right to modify, delay and/or cancel diving arrangements where the remoteness or inaccessability of the diving destination, local custom, Acts of nature, war, political unrest and other hostilities or other technical difficulties cause the arrangements to become unsafe, perillous and/ or impracticable;
2.4.1.2 the Client may prohibit an individual’s participation on a dive(s), where they are physically, mentally or emotionally unfit to dive, demonstrate a distinct lack of respect for National Marine Park rules and regulations, handle or harm marine life, consume alcohol between dives, or fail to abide by general international safe diving standards and practices; and
2.4.1.3 where an individual fails to complete scheduled dives, segment(s) of the dive trip, and/or course training dives for whatever reason, no refund shall be administered in these circumstances.
2.4.2 The cancellation of any booking by the Agent, for whatever reason, shall result in the following:
2.4.2.1 where the Agent makes a cancellation less than 24 hours before the Departure Time, and the consumer has paid the Agent the Deposit only, the Agent shall forfeit the Deposit, as his commission procured from the consumer, and transfer this amount instead, to the Client’s bank account within 5 business days of the cancellation being made;
2.4.2.2 where the Agent makes a cancellation less than 24 hours before the Departure Time, and the consumer has additionally paid to the Agent the outstanding 70% on the booking (“the Outstanding Amount”), no part of this will be refunded. The Outstanding Amount must be paid to the Client as above, and the Agent may retain the Deposit.
2.4.3 Where the Agent makes a cancellation more than 24 hours before the Departure Time;
2.4.3.1 the Agent shall forfeit the Deposit as above, to the Client;
2.4.3.2 where the consumer has additionally paid the Outstanding Amount to the Agent, the Agent must refund this to the consumer.
2.4.4 Where there is a cancellation of a full charter after the booking has been made, the deposit paid to the Client is non-refundable to the consumer. The outstanding 70%, if paid, will only be returned to the consumer, if the cancellation is not later than two weeks before the Departure Time.
3. Breach and Termination
3.1 Either party may terminate this agreement at any given time, provided that the terminating party gives 1 week’s written notice prior to termination, stating clearly, the reasons for termination.
3.2 Any deviation from, or failure by the Agent to adhere to any of the contractual provisions in the Agreement, shall result in the immediate termination of the contract by the Client, without warning, and an entitlement to seek damages for any ensuing losses.
3.3 Where the Agent behaves in a manner which is unrepresentative of the Client and unprofessional per se, the Client reserves the right to seek repudiation, and damages for any damage to the Client’s reputation or Business.
3.4 Where the Agent is late in paying the Client monies owed, for whatever reason, the Client shall charge the Agent a 5% late payment penalty fee from the payment deadline, for each day the Agent is late in paying the Client.
4. Confidentiality
4.1 The Agent shall maintain the confidentiality of all intellectual and/or physical information that the Agent learns in the process of this arrangement.
5. Assignment
5.1 The Agent shall not give any of its responsibilities, or defer any of its duties to other entitiles under this Agreement without official written permission.
6. Severability
6.1 The failure by either party to enforce one or more of the provisions in this Agreement,
7. Waiver
7.1 The failure by either party to perform one or more of its obligations contained in this Agreement, shall not be taken as a waiver of its contractual performance of any other obligation(s) in the Agreement.
8. Entire Agreement
8.1 This Agreement contains all the rights and obligations of both parties relating to the subject matter, and no other arrangements, agreements or undertakings shall be granted or implied from this Agreement.
9. No Third Parties
9.1 Nothing in this Agreement shall expressly or impliedly confer rights on a third party.
10. Governing Law
10.1 This contract shall be governed by, construed, and enforced in accordance with the laws of the country. Where any question or issue should arise under the Agreement or any of its provisions, it shall be decided only in the courts or tribunals of the country, to the exclusion of any other courts or tribunals.
11. Confirmation and Payment
11.1 Before booking any Business, the Agent must confirm with the Client, the availability of each proposed trip or course.
11.2 Once the Client has confirmed availability, the Agent must fill out the Client’s booking form, (“the Form”). The Form must be sent to the Client to confirm the booking, and the Client will return the Form to the Agent with a consequent stamp of confirmation; if the Form is not fully completed or able to be confirmed, the Agent must amend and re-send the Form to the Client via facsimile or email to acquire the requisite confirmation.
11.3 Subsequent to the Agent procuring the Deposit from the consumer, the Agent must present the consumer with a booking voucher to be redeemed with the Client. The Agent must inform the consumer of the outstanding balance, and that this must be settled directly at the Client’s place of business, before departure.
11.3.A. It shall always be the responsibility of the Agent to ensure that the consumer has read, fully understood, and accepted the Client’s full Terms and Conditions. No booking shall be fully completed or confirmed until the consumer has accepted all Terms and Conditions associated with their booking.
The Duration of the Agreement is [insert date period here]
The Agent
The Client
(Agent’s Name)
Name:
IDC Guide
Signature:
Date: