Local Operator Agreement

The local operator agreement hereunder (“Agreement”), entered into, by and between you and the Bamba Group Corporation (“Bamba Group”, “baboo.travel”, “baboo”, “we,” “us” or “our”), govern the use of the travel services we provide, by means of our platform or affiliate websites (the “Services”), and sets forth the terms and conditions that govern the legal relationship between baboo and the local operators responsible for arranging and booking the trips requested or searched for by means of the platform (hereinafter “you” or “Local Operator” indistinctly), by the users of the Services (hereinafter, the “Travelers”).

All terms established in Capitalized letters shall have the meaning herein referred to, or in the General Use and traveler Terms and Condition (the “Terms and Conditions”). Likewise, please review baboo Privacy Policy to learn more about how and why we collect, store and share personal and/or non-identifiable information from the Travelers and/or from you, and for what purposes, in relation to the Services we provide.

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

I. Additional Terms

1.  The Agreement hereunder complements the Terms and Conditions that shall be made reference to and must be understood to any extent, 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 hereunder, the Local Operators agree that when accessing any of the Platforms or providing the Services as such, they remain subject to the baboo Terms and Conditions.

II. Local Operators

1.  If you represent an entity that uses the Services offered by baboo 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 hereunder to “you” or to Local Operator(s), it shall signify you and the entity you represent, which hereby implicitly agrees to be responsible for you, as well as, whichever other users that use the Platforms and/or Applications to provide the Services on behalf of the entity, including to comply with the Agreement hereunder.

3.  You represent and warrant that you are not associated or don’t belong in any way to 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 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

1.  The Local Operators may use the Services to contact Travelers in relation to the interest they may have shown regarding a specific trip and/or to arrange it when it has been already been confirmed and purchased by a Traveler by means of the Platforms and/or Applications (hereinafter, a “Trip”). Once a Trip has been purchased and in order to facilitate arrangements for the Travelers, baboo will purchase it from the Local Operators and then resell the Trip to the Traveler.

2.  Although it is by means of baboo Platforms and/or Applications that the Travelers book and/or purchase any Trips, they are the Local Operator’s sole responsibility and not of baboo. Therefore, the local Operator’s must arrange and provide all products and services included in the Trip purchased, in the exact terms in which they have been offered and advertised on the Platform and/or Application, including accommodation and activity reservations, equipment and/or transportation rentals and/or any other products, goods and/or services included in the Trip purchased, as per the specification included in the travel itinerary (jointly, the “Supplemental Services”).

3.  baboo 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, and therefore the responsibility for any losses, damage, defaults, failure to deliver, provide and/or guarantee, and/or risk thereto, in any aspect of the Trip and/or Supplemental Services purchased by the Travelers, is the sole responsibility of the Local Operators.

4. You agree and acknowledge that baboo in no manner whatsoever carries out previous background checks as to the legal capacity, integrity, identity, well-being, health condition, or whichever other aspects regarding the Travelers, and therefore offers no warranties in that regard, and shall not be liable for any loss or damage that may result during any Trip or as a result of any interaction with a Traveler. Therefore, the obligation and responsibility to mitigate any risks associated with any Traveler, prior to arranging any Trip, is the Local Operator’s sole responsibility. For such purposes, we suggest and encourage the Local Operator’s to carry out their own due diligence regarding any and all Travelers, prior to allowing them to purchase a Trip via the Platforms and/or Applications because the Local Operators shall hereunder be accountable for any liability in that regard.

5.  Likewise, (i) no Traveler must be exposed in any manner whatsoever to dangerous or threatening conditions of any kind, during the Trip; (ii) Local Operator’s must supply at all times any equipment or other paraphernalia required to carry out any Trip purchased, in the terms in which it was offered; (iii) prior to supplying the Travelers with any equipment or supplementary objects required for the Trip, the Local Operators must ensure that it is in perfect conditions and safe for use and for duly fulfilling its purpose; and, (iii) the Trip and Supplemental Services offered in relation to it, are arranged and provided at the Local Operators’ own risk and responsibility.

IV. Summon, Contact, Purchase, and Delivery

 

  1. Invitations

    baboo may, from time to time, summon Local Operators by means of the Platform and/or Application, to prepare a schedule and/or itinerary for a Traveler. If that is the case, it is the Local Operator’s responsibility to:

    1.  promptly make the initial contact with the Traveler, and respond to any requests, questions, and/or queries they may pose;

    2.  only provide and guarantee the services purchased by the Traveler, as per offered to them by you;

    3.  remain in constant communication with them, and ensure that they are fully aware of the terms and travel services purchased by them;

    4.  communicate fully and accurately with the Traveler to ensure that the Traveler 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 concrete request, send the Traveler vía 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 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 in case a Traveler attempts to carry out any payments outside of the Platform and/or Application.

  2. Fees & Taxes

    Any quotes sent to future Travelers must be in United States dollars (unless expressly determined otherwise on the Platform) and must be exhibited breaking down the price by distinguishing taxes, fees, and any other supplementary or additional charges, from the total price included in a Traveler Quote. Once a Quote has been accepted by the Traveler, it may not be modified without prior written notice and approval from the Traveler. The Local Operator shall be responsible for any taxes and additional fees resulting from the Trip purchased by the Traveler and/or any compensation payment, interest, or penalties you may be charged with by baboo.

  3. Purchase and Delivery

    If the Traveler wishes to purchase the Trip you offered, you will be notified of it by baboo through the Platforms and/or Applications, and bound to provide the Services purchased from you, in the exact terms in which you offered them to the Traveler. You will do everything that is necessary to provide the Trip purchased and the Supplemental Services, in those exact terms, and for doing so, you will be paid by baboo, the consideration set forth in section 6 hereunder.

  4. Post-Booking Contact

    Once the Trip has been purchased, the Local Operator must inform baboo no later than 24 hours following 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 Operator (jointly, a “Post-Booking Contact”). If such Contact has been established outside of the Platform and/or Application, the Local Operator might be asked to provide baboo with a copy of such Contact, and/or resolve the request posed after booking the Services, by any reasonable means available. Should you be unable to resolve the request, you will notify baboo of such a situation, for us to settle it.

V. Behavior

The Local Operators hereunder represent, warrant, and commit to:

  1.  Abstain from carrying out any actions that, at our discretion, we may consider to cause adverse effects and/or opinions regarding the baboo brand and/or reputation;

  2.  Comply with their obligations under this Agreement in good faith, justly and truthfully, and according to the industries best practices and in terms of all applicable laws;

  3.  Protect against any unauthorized use, disclosure, loss, damage or unauthorized access, any and all of the information received by means of the Platform and/or Applications, regarding the Traveler, in connection or as a result of any Trip or Services hired from you (“Traveler Data”) use or disclosure;

  4.  Disclose any Traveler Data that may be necessary to perform your obligations under this Agreement;

  5.  Immediately notify baboo and/or the Bamba Group, of any breach or suspected breach to this Agreement by you; and

  6.  Provide baboo with the assistance, cooperation, or whichever other information we may require for purposes of fulfilling the Agreement hereunder.

VI. Compensation

  1. Payment
    For complying with the Local Operators’ obligations hereunder, baboo will pay the amount that results from subtracting a commission fee that corresponds to baboo (the “Commission”), as per agreement between the parties, from the total amount that the Traveler pays to baboo for the Trip purchased via the Platform and/or Application (the “Compensation”), to whichever account or payment method designated by the Local Operator. Should the Local Operator breach the terms of the Agreement hereunder in any way, regarding any Trip purchased, baboo will not be compelled in any way to pay the Compensation.

    In case any liability is owed to baboo by the Local Operator, we are entitled to balance it out against any amounts payable to any Local Operators under this Agreement. Please note that certain third-party payment services impose additional charges and conditions relating to the payment you will receive, for which baboo shall not be responsible or liable for such charges.

  2. Third-Party Suppliers

    It is the Local Operators’ responsibility to deliver in the exact terms as they were offered, all Supplemental Services purchased as part of a Trip, including if they must be provided by third parties. Therefore, it is the Local Operators’ responsibility to pay for such services, when they must be provided by a third-party.

  3. Reimbursement

    In case a purchased Trip is either canceled and/or fraudulent, results in unforeseen payments and expenses that must be paid by baboo (whether due to fraud or any other mistakes, misunderstandings, or losses resulting from a Trip) and/or breaches to any terms of the Agreement, baboo is entitled to immediately annul and/or terminate the Agreement, without paying the Local Operators any amount that may have corresponded from the Compensation.

  4. Errors

    Should baboo incur any mistake or error at the moment of charging the Traveler, we are entitled to rectify the mistake and review the order, cancel or refund any amount wrongfully charged, even if it may result in a reduction in the amount due to the Local Operator for Compensation.

VII. Booking Terms & Conditions

Any cancellation by a Client must be made in writing, and the client must ensure it has been received and acknowledged in writing by Bamba Group Corporation. The cancellation fees applicable to the case shall be determined according to the date on which the request to cancel has been received by the Company or its Agents. The cancellation fees shall be expressed hereafter in percentages from the total tour price, excluding any rates or fees for insurance. Cancellation fees for all products may vary, without any obligation whatsoever for Bamba Group Corporation to issue prior notice.

Travel Gurus may chose 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 Travel Guru may choose to accept the above-mentioned policy under the terms thereunder, or define a different policy that they may wish to remain subject to, for that specific trip based on more specific requirements.

In order to define their Cancellation and Postponement Policy, Travel Gurus may select between Flexible, Standard, and Strict policies, depending on which of such options best adapts to each of their personal requirements. More information on the policies can be found in the “Travel Gurus’ Policies”. Any changes thereof will be duly notified to the Travel Gurus by email, and it shall be their sole responsibility to acknowledge having received notice of such changes.

VIII. Disclaimer of Warranties

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

IX. Indemnity

You shall defend, hold harmless and indemnify baboo, or any of its independent contractors, suppliers, external consultants, advisors, service providers, affiliates and consultants, and/or any of their respective directors, officers, employees and agents (collectively, “baboo parties”), from and against any faults, infringement, violations, changes, defaults, omissions, no-shows or whichever other failures to comply with the services hired; losses, delays, damage to baggage or property, or for injury, illness or death, or any claims whatsoever arising from loss, negligence or delay from the act, error, omission or default by any person that is not its hired employee, including when such acts are carried out by any country, government or governmental authority, officer or employee, arising out of or related to:

  1. any Trip offered by you or purchased by the Travelers, including claims made by them, their traveling companions, or any third-party suppliers of Supplemental Services;

  2. any breach to this Agreement in which you may incur;

  3. your access to or use of the baboo Platforms and/or Applications; or

  4. any infringement, violation, or misappropriation of any third-party rights (including intellectual property or privacy rights).

Likewise, Bamba Group is hereby entitled to handle and manage the legal defense before any such claim, at your expense, for which the Local Operators must provide any information and collaboration required, at their own expense.

X. Termination

Either party to this Agreement may terminate it at any moment, for any reason whatsoever, prior notice to the other party, except for section VII-X hereunder, which may survive even the event of termination. In the event of termination, the Local Operator must deliver and complete any Trip purchased prior to the effective date of termination, as well as, immediately abstain from continuing to use the baboo Platforms and/or Applications as such.

XI. General Terms

  1. Insurance
    It is the Local Operators responsibility to hire and maintain the insurance policies that provide sufficient coverage with regards to their obligations hereunder.

  2. Amendments

    baboo may from time to time, amend the Agreement hereunder, as it deems fit or necessary, and in order to do so, we must simply provide notice thereof, and post the amended Agreement on the Platform. In order to view the latest version, Local Operators must review the “Last Updated” date established thereon. Additional notice to the Local Operators -email address designated upon registering their account, may be provided, at the discretion of the Bamba Group. Unless otherwise stated, amendments to the Agreement shall be effective immediately. By continuing to use the Platform and/or Application, you implicitly agree and accept the modifications hereunder. Should you fail to agree with any of the stated terms, please abstain from using the Platform and/or Application.

  3. Assignment

    The rights and/or obligations hereunder, may not be transferred or assigned by the Local Operator, to any person whatsoever, and the sole attempt to do so shall be grounds to void the Agreement. However, baboo is entitled to assign or transfer any of its rights or obligations under this Agreement, as they may deem fit.

  4. Subcontracting

    Local Operators are not entitled to outsource any of their obligations under this Agreement without baboo’s prior written consent, and any violations thereto shall make you liable for any actions or omissions that may result.

  5. No Waiver

    The failure to exercise any of our rights hereunder, shall not be understood as a waiver or delay of exercise thereto.

  6. No Partnership

    The Agreement should under no circumstances be interpreted as the basis to form any partnership, agency, or joint venture between the parties.

  7. No Third-Party Beneficiaries

    This Agreement does not bestow upon any third parties, any benefit or rights whatsoever.

  8. Notices

    All required notices under this Agreement must be in English and in writing unless otherwise specified hereunder. Likewise, all notices sent whether by the Local Operators or baboo, shall be to the following addresses:

    a. for Local Operators, it shall be the e-mail address assigned upon creating your baboo account; and
    b. for baboo, to partners@baboo.travel where the subject matter must be “Official Notice – baboo Local Operator Agreement.”

    Any notice shall be understood as given on receipt, as verified by an automated receipt, or by electronic log (as applicable).

  9. Entire Agreement

    This Agreement, alongside the Terms and Conditions, contains all terms agreed upon between the parties hereunder, and replace all other previous and/or subsequent agreements thereto relating to its subject matter. Upon entering this Agreement, neither party has relied on or remained subject to any other right or remedy based on, any statement, representation, or warranty (whether made negligently or innocently), other than those expressly stated hereunder and/or in the Terms and Conditions.

  10. Severability

    Should any term hereunder (entirely or partially) be deemed illegal, invalid, and/or unenforceable, the rest of this Agreement will remain in effect.