Local Travel Experts Agreement

This Local Expert Agreement (“Agreement“) is entered into by and between you and Baboo Travel PBC (“Baboo Travel“, “baboo.travel“, “Baboo“, “we“, “us“, or “our“), and it governs the use of the travel services we provide through our platform or affiliate websites (collectively, the “Services”). This Agreement establishes the terms and conditions that govern the legal relationship between Baboo Travel and the local experts responsible for arranging and booking the trips requested or searched for by the users of the Services (hereinafter, “you“, “Local Expert“, “Local Travel Expert” or “Local Operator“, interchangeably), and the users of the Services (hereinafter, the “Travelers“, “Agents“, “Travelers/Agents“, interchangeably).

All capitalized terms shall have the meaning referred to herein or in the General Use and Traveler Terms and Conditions (the “Terms and Conditions“). Additionally, please review Baboo Travel’s Privacy Policy to learn more about how and why we collect, store, and share personal and/or non-identifiable information from Travelers/Agents and/or from you, and for what purposes, in relation to the Services we provide.

Upon registration to function as a Local Expert that will provide the Services in the future, you implicitly agree to the terms set forth according to the Agreement hereunder.

II. Additional Terms

1. The Agreement herein complements the Terms and Conditions, and must be viewed as a supplement thereof. Any disputes arising from and/or relating in any way to this Agreement shall be subject to the dispute resolution procedure set forth in the Terms and Conditions, as well as, to the liability limitation therein established.
2. In addition to the provisions herein, the Local Experts agree that when accessing any of the Platforms or providing the Services as such, they remain subject to the Baboo Travel Terms and Conditions.

II. Local Experts

1. If you represent an entity that uses the Services provided by Baboo Travel on the Platforms and/or Applications, you hereby warrant that you have the adequate legal authorizations to bind the entity to this Agreement.
2. When referring herein to “you” or to the Local Expert(s), it shall signify you and the entity you represent, which hereby implicitly agrees to be responsible for you, as well as, any other users that use the Platforms and/or Applications to provide the Services on behalf of the entity, including compliance with the Agreement herein.
3. You represent and warrant that you are not associated or affiliated in any way with any country subject to economic or trade sanctions by the U.S. State Department or U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); and/or classified as a “Specially Designated National,” a “Specially Designated Global Terrorist,” a “Blocked Person,” or similar designation under the OFAC sanctions regime.

III. Use of the Services; Relation to Baboo Travel

1. Local Experts may use the Services to contact Travelers/Agents in relation to their interest in a specific trip and/or to arrange it when it has already been confirmed and purchased by a Traveler/Agent through the Platforms and/or Applications (hereinafter, a “Trip“). Once a Trip has been purchased, and to facilitate arrangements for the Travelers/Agents, Baboo Travel will purchase it from the Local Experts and then resell the Trip to the Traveler.
2. Although the Travelers/Agents book and/or purchase any Trips through Baboo Travel’s Platforms and/or Applications, the responsibility for providing the Trips lies solely with the Local Expert, not with Baboo. Therefore, the Local Expert must arrange and provide all products and services included in the purchased Trip, in the exact terms in which they have been offered and advertised on the Platform and/or Application. This includes accommodation and activity reservations, equipment and/or transportation rentals, and/or any other products, goods, and/or services included in the purchased Trip, as per the specification included in the travel itinerary (jointly, the “Supplemental Services“).
3. Baboo Travel does not warrant and is not liable in any way for the quality, fulfillment, and completion of the Trip and/or Supplemental Services offered or advertised. The responsibility for any losses, damages, defaults, failures to deliver, provide and/or guarantee, and/or risks associated with any aspect of the Trip and/or Supplemental Services purchased by the Travelers/Agents lies solely with the Local Expert.
4. You agree and acknowledge that Baboo Travel does not carry out any background checks on the legal capacity, integrity, identity, well-being, health condition, or any other aspect of the Travelers/Agents, offering no warranties in that regard, and shall not be liable for any loss or damage that may arise during any Trip or as a result of any interaction with a Traveler. Thus, the obligation and responsibility to mitigate any risks associated with any Traveler, prior to arranging any Trip, lies solely with the Local Expert. For this purpose, we suggest and encourage Local Experts to carry out their own due diligence regarding any and all Travelers/Agents before allowing them to purchase a Trip via the Platforms and/or Applications, as the Local Experts shall be accountable for any liability in that regard under this Agreement.
5. Likewise, (i) no Traveler should be exposed to dangerous or threatening conditions of any kind during the Trip; (ii) Local Experts must provide any equipment or other items required for the purchased Trip, in the terms in which it was offered; (iii) before supplying the Travelers with any equipment or supplementary objects required for the Trip, the Local Expert must ensure that it is in perfect condition and safe for use, and for duly fulfilling its purpose; and (iv) the Trip and Supplemental Services offered in relation to it are arranged and provided at the Local Expert’s own risk and responsibility.

IV. Summon, Contact, Purchase, and Delivery

1. Invitations
   
   Baboo Travel may, from time to time, invite Local Experts via the Platform and/or Application to prepare a schedule and/or itinerary for a Traveler/Agent. In such cases, it is the Local Expert’s responsibility to:
   1. promptly make the initial contact with the Traveler/Agent and respond to any requests, questions, and/or queries they may have;
   2. only provide and guarantee the services purchased by the Traveler/Agent, as per offered to them by you;
   3. maintain constant communication with them, ensuring that they are fully aware of the terms and travel services purchased by them;
   4. communicate fully and accurately with the Traveler/Agent to ensure that the Traveler/Agent understands each of the Travel Services offered in connection with the Trip;
   5. fully and clearly disclose any and all limitations and restrictions that their Trip and Supplemental Services may present;
   6. upon a specific request, send the Traveler/Agent via the Platform and/or Application a proposal regarding the Trip and/or Services they may be interested in, along with the quote and proposed fees for such Services (the “Traveler/Agent Quote”);
   7. abstain from requesting or accepting any fee or money advances or payments that were not arranged through the Platform and/or Application; and/or
   8. notify Baboo Travel in case a Traveler/Agent attempts to conduct any payments outside of the Platform and/or Application.
2. Fees & Taxes
   Any quotes sent to prospective Travelers/Agents must be in United States dollars (unless expressly determined otherwise on the Platform) and must display the price breakdown, distinguishing taxes, fees, and any other supplementary or additional charges from the total price included in a Traveler/Agent Quote. Once a Quote has been accepted by the Traveler/Agent, it may not be modified without prior written notice and approval from the Traveler/Agent. The Local Expert shall be responsible for any taxes and additional fees resulting from the Trip purchased by the Traveler/Agent and/or any compensation payment, interest, or penalties that may be charged by Baboo Travel.
3. Purchase and Delivery
   If the Traveler/Agent wishes to purchase the Trip offered by the Local Expert, Baboo Travel will notify the Local Expert through the Platforms and/or Applications. The Local Expert will be obligated to provide the Services as purchased by the Traveler/Agent, in the exact terms offered to the Traveler/Agent. The Local Expert will take all necessary steps to provide the purchased Trip and the Supplemental Services in those exact terms, for which Baboo Travel will pay the consideration as set forth in Section VI below.
4. Post-Booking Contact
   Once the Trip has been purchased, the Local Expert must inform Baboo Travel no later than 24 hours after any contact made by the Traveler, in case they reach out to request any changes, cancellations, complaints, or any aspect of the services or Trip purchased from the Local Expert (collectively, a “Post-Booking Contact“). If such Contact has been established outside of the Platform and/or Application, the Local Expert may be asked to provide Baboo Travel with a copy of such Contact and/or resolve the request posed after booking the Services through any reasonable means available. If the Local Expert is unable to resolve the request, they will notify Baboo Travel of the situation for its resolution.

V. Behavior

The Local Experts hereby represent, warrant, and commit to:

1. Refrain from carrying out any actions that, at our discretion, may result in adverse effects and/or opinions regarding the Baboo Travel brand and/or reputation;
2. Comply with their obligations under this Agreement in good faith, fairly and truthfully, in accordance with industry best practices, and in compliance with all applicable laws;
3. Protect against any unauthorized use, disclosure, loss, damage, or unauthorized access of any and all information received through the Platform and/or Applications regarding the Traveler/Agent, in connection with or as a result of any Trip or Services hired from the Local Expert (“Traveler/Agent Data“) use or disclosure;
4. Disclose any Traveler/Agent Data that may be necessary to perform the Local Expert’s obligations under this Agreement;
5. Immediately notify Baboo Travel of any breach, or suspected breach, of this Agreement by the Local Expert; and
6. Provide Baboo Travel with any assistance, cooperation or other information required for the fulfillment of the Agreement hereunder.

VI. Compensation

1. Payment
   
   For complying with the Local Expert’s obligations hereunder, Baboo Travel will pay the amount resulting from subtracting a commission fee corresponding to Baboo Travel (the “Commission“), as agreed upon between the parties, from the total amount paid by the Traveler/Agent to Baboo Travel for the Trip purchased via the Platform and/or Application (the “Compensation“). This payment will be made to the account or payment method designated by the Local Expert. However, If the Local Expert breaches any terms of this Agreement regarding any Trip purchased, Baboo Travel shall not be obligated to pay the Compensation.
   In the event that any liability is owed to Baboo Travel by the Local Expert, Baboo Travel is entitled to offset it against any amounts payable to the Local Expert under this Agreement. It should be noted that certain third-party payment services might impose additional charges and conditions relating to the payment the Local Expert will receive, and Baboo Travel shall not be responsible or liable for such charges.
2. Third-Party Suppliers
   The Local Experts are responsible for delivering all Supplemental Services purchased as part of a Trip, including if they need to be provided by third parties. Therefore, the Local Experts are responsible for paying for such services when they are required to be provided by a third party.
3. Reimbursement
   In case a purchased Trip is either canceled, found to be fraudulent, results in unforeseen payments and expenses that must be paid by Baboo Travel (whether due to fraud or other mistakes, misunderstandings or losses resulting from a Trip), and/or breaches any terms of this Agreement, Baboo Travel is entitled to immediately cancel and/or terminate the Agreement without paying the Local Expert any amount that may have corresponded from the Compensation.
4. Errors
   In the event that Baboo Travel incurs any mistake or error when charging the Traveler/Agent, Baboo Travel reserves the right to rectify the mistake and review the order, cancel or refund any amount wrongfully charged, even if it results in a reduction in the amount due to the Local Expert for Compensation.

VII. Booking Terms & Conditions

1. Any cancellation by a Client must be made in writing, and the client must ensure it has been received and acknowledged in writing by Baboo Travel PBC. The cancellation fees applicable will be determined according to the date on which the request to cancel has been received by the Company or its Agents. The cancellation fees will be expressed as a percentage of the total tour price, excluding any rates or fees for insurance. Cancellation fees for all products may vary without any obligation whatsoever for Baboo Travel PBC to issue prior notice.
2. Local Experts may choose to be subject to a general Cancellation and Postponement Policy that can be found in the Company Profile, and shall apply as a general rule for all trips. During the creation and/or editing of each trip, the Local Expert may choose to accept the aforementioned policy under the terms set forth or define a different policy, suited for that specific trip based on more specific requirements.
3. In order to define their Cancellation and Postponement Policy, Local Experts may select between Flexible, Standard, and Strict policies, depending on which of such options best adapts to their personal requirements. More information on the policies can be found in the “Booking Policies“. Any subsequent changes will be duly notified to the Local Expert by email, and it shall be their sole responsibility to acknowledge receipt of such changes.

VIII. Disclaimer of Warranties

Baboo Travel hereby expressly disclaims all warranties and conditions of any kind, express or implied, to the maximum extent permitted by applicable law, with regard to the services, trips, arrangements, or any actions carried out by the Local Expert in connection with any Trip or Supplemental Services they may provide or offer to the Travelers/Agents, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

IX. Indemnity

The Local Expert shall defend, indemnify and hold harmless Baboo Travel, and any of its independent contractors, suppliers, external consultants, advisers, service providers, affiliates and consultants, and/or any of their respective directors, officers, employees, and agents (collectively, “Baboo Travel Parties”), from and against any breaches, infringements, violations, deviations, omissions, no-shows, or any other failures to comply with the services contracted; losses, delays, damage to baggage or property, or for injury, illness, or death, or any claims whatsoever arising from loss, negligence or delay due to the act, error, omission or fault of any person who is not its hired employee, including actions carried out by any country, government or governmental authority, officer or employee, arising out of, or related to:

1. any Trip offered by the Local Expert or purchased by the Travelers/Agents, including claims made by them, their traveling companions, or any third-party suppliers of Supplemental Services;
2. any breach of this Agreement in which the Local Expert may incur;
3. the Local Expert’s access to or use of the Baboo Travel platforms and/or applications; or
4. any infringement, violation, or misappropriation of any third-party rights (including intellectual property or privacy rights).

Furthermore, Baboo Travel is hereby entitled to handle and manage the legal defense in response to any such claim, at the expense of the Local Expert. The Local Expert must provide any required information and cooperation, at their own expense.

X. Termination

1. Either party to this Agreement may terminate it at any time, for any reason, upon giving prior notice to the other party. The provisions set forth in sections VII-X herein shall survive the termination of this Agreement.
2. In the event of termination, the Local Expert must deliver and complete any Trip purchased prior to the effective date of termination and shall immediately cease using the Baboo Travel platforms and/or applications.

XI. General Terms

1. Insurance
   
   The Local Expert is responsible for obtaining and maintaining insurance policies that provide sufficient coverage with regard to their obligations under this Agreement.
2. Amendments
   Baboo Travel may amend this Agreement from time to time, as deemed necessary or appropriate. To effect such amendments, Baboo Travel will simply provide notice thereof, and post the amended Agreement on its platform. The Local Expert should review the “Last Updated” date indicated on the document. Any amendments to the Agreement shall be effective immediately upon posting, and the Local Expert’s continued use of the platform and/or application implies agreement and acceptance of the modifications. Should the Local Expert disagree with any of the stated terms, they must refrain from using the platform and/or application.
3. Assignment
   The Local Expert may not transfer or assign their rights and/or obligations under this Agreement to any person. Any attempt to do so shall render the Agreement void. Baboo Travel reserves the right to assign or transfer its rights or obligations under this Agreement, as deemed appropriate.
4. Subcontracting
   The Local Expert is not permitted to outsource any of their obligations under this Agreement without the prior written consent of Baboo Travel. Any violation of this term will make the Local Expert liable for any actions or omissions that may result.
5. No Waiver
   The failure to exercise any rights under this Agreement shall not be construed as a waiver or delay in exercising said rights.
6. No Partnership
   This Agreement shall not be interpreted as establishing any partnership, agency, or joint venture between the parties.
7. No Third-Party Beneficiaries
   This Agreement does not confer any rights or benefits to any third parties.
8. Notices
   All required notices under this Agreement must be in English and in writing unless otherwise specified herein. Notices shall be sent to the following addresses:
   a. from Baboo Travel, to the e-mail address provided upon creating your Baboo Travel account;
   b. from Local Experts, to [email protected] with the subject line “Official Notice – Baboo Travel Local Expert Agreement.”
   Notices shall be considered given upon receipt, as verified by automated receipt or by electronic log, as applicable.
9. Entire Agreement
   This Agreement, together with the Terms and Conditions, embodies all terms agreed upon between the parties herein and supersedes all previous and/or subsequent agreements relating to its subject matter. Upon entering this Agreement, neither party has relied upon, or is subject to, any other right or remedy based on any statement, representation, or warranty (whether made negligently or innocently), other than those expressly stated herein and/or in the Terms and Conditions.
10. Severability
    If any term herein, either in whole or in part, is deemed illegal, invalid, or unenforceable, the remainder of this Agreement shall remain in effect.