This Supplier Agreement (the “Agreement”) is by and between you (“Supplier“) and Birdmi, All defined terms used herein shall have the meaning accorded to such terms in the Agreement.
By clicking the “I Accept” button, Supplier accepts this Agreement and agrees to the attached Birdmi Terms and Conditions and the Attachments, all of which are incorporated into this Agreement. If the supplier on behalf of the company or other legal entity to sign this agreement, Supplier represents that it has the authority to bind such entity to these terms and conditions, in which case the term “Supplier” shall refer to such entity. Read the following terms and conditions carefully and do not accept to become a Birdmi provider until after doing so. By agreeing to become a Birdmi supplier and providing Supplier Products for Birdmi resale .Supplier agrees to the terms of this Agreement, including without limitation all obligations imposed on Supplier hereunder. If the supplier does not want to agree or have the right to sign this agreement,do not register to become a Birdmi supplier and do not provide Birdmi with Supplier Products for resale.
Supplier agrees to provide certain travel, activity and other travel-related destination services (“Products”) through which Birdmi may, through various affiliates, related and third party online and offline marketing and travel distribution channels (“Distribution Channels”) for purchase (i.e., booking) by end customers (“Customers”), all as described further in this Agreement. Therefore, for a good and valuable consideration, the receipt and effectiveness of each of them recognize, Birdmi and Supplier agree to be bound by the terms and conditions set forth below.
In addition to the “Birdmi Terms and Conditions” set forth below, the following provisions shall be part of this Agreement:
A. Currency: All amounts in this Agreement are presented in the currency selected by the provider from the list of currencies available to the provider during the registration process of Birdmi’s online account
B. Term; Termination: This Agreement becomes effective as of the date on which the provider accepts this Agreement (the “Effective Date”) and remains effective thereafter.unless terminated in accordance with this Agreement. Either party may terminate this Agreement (a) within 60 days, by written notice to the other of your intention to terminate this Agreement,
(b) immediately upon written notice to the other if such other party commits an irremediable breach of this Agreement or commits a remediable breach and fails to correct such breach within 30 days following written notice specifying such breach, or (c) immediately after a bankruptcy event by the provider or if the provider stops doing business in the ordinary course. Without prejudice to the rescission rights established in this, Birdmi may elect to immediately take any one or more of the following steps either in lieu of, or as a precursor to, its termination of the Agreement .
The supplier will comply with all purchases made before the termination or expiration of this agreement unless get Birdmi approval.
Notwithstanding the foregoing, Birdmi reserves the right, in its sole discretion, to cancel product reservations in the circumstances in which Birdmi considered to be in the best interest of the customers.
The Supplier declares and guarantees that the wholesale net rates (“Net Rates”) offered to Birdmi are the lowest Net Rates offered by the supplier of any Product of its Products. If the supplier offers products or enters into an agreement to provide Products through a third party (including, but not limited to, through another video distribution provider, such as coupons, day sale or flash sale websites) for a fee or lower rate. or under a lower rate or price agreement (including, without limitation, without charge) than the Net Rates in effect at that time for Birdmi, then, the Provider will immediately notify Birdmi and provide Birdmi with the lowest price or retroactively formulated date or date from the date first provided to that third party. If the provider does not comply with this provision, Birdmi shall have the right, in its sole discretion, to suspend the provider or terminate this Agreement with a written notice of fourteen(14) days to the Provider.
For each Product, the supplier offers Birdmi the following rates: Net Rate (ie net wholesale rate) and suggested retail rate. The net rates include the rates for person and all taxes and other charges. The supplier is solely responsible for the payment of all applicable taxes, including, among others, the value-added tax, the sales and use tax, and the other part applicable to the resale of the Products (“Taxes”). Birdmi has the right to set the resale price of each product.
When Supplier modify the Net Rate, Supplier must notice Birdmi immedicately by formal email and Birdmi will have up to two (2) weeks to implement any modification to Net Rates regardless of the manner that such modification is effected, and Birdmi shall pay the prior Net Rate for all Product bookings during this time period.
Birdmi will make any payments of Net Rates owed to Supplier under this Agreement pursuant to the payment terms. With respect to any amount to be paid by Birdmi under this Agreement, Birdmi may set-off against such amount any amount that Supplier is obligated to pay to Birdmi or for which Supplier is required to reimburse Birdmi under this Agreement.
The Supplier hereby appoints Birdmi as its collection agent for limited payments for the purpose of accepting funds from Customers on behalf of Supplier. As such, Birdmi is responsible for collecting funds from Customers for Products purchased by Customers . Supplier agrees that payment made by a Customer to Birdmi shall be considered the same as a payment made directly to Supplier, and Supplier will provide the Products to Customers in the agreed-upon manner as if Supplier had received the customer’s funds directly. The supplier acknowledges and accepts that Birdmi accepts payments from Customers as part of the Supplier’s limited payment package and that the obligation to pay is when Birdmi is subject to and conditioned upon the successful receipt of the associated payments from the Customers.
As such, Birdmi was not liable to the supplier for the amounts that Birdmi has not received successfully from the Customers or from the amounts received by Birdmi, but which were subsequently subject to a refund or other reversion of payment. By accepting the appointment as the collection agent for limited payments from the Supplier, Birdmi assumes no responsibility for the actions or omissions of the Supplier.
The supplier shall not use the distribution channel to process the transaction or to transfer funds between the supplier and the customer unless such activity is directly from the customer’s purchase of the product through distribution channels. In addition, Supplier may not engage in any fraudulent activities such as, but not limited to, payment by credit card, debit card, PayPal, Apple Pay and Android Pay in any form.
If Birdmi has reason to believe that the supplier has violated the provisions of this Agreement, Birdmi reserves the right to terminate this Agreement if, for any reason, the refund or other payment is reversed, in such circumstances Birdmi may not pay to the Supplier Business unpaid. For the avoidance of doubt, the customer’s refund liability lies with the supplier and not with Birdmi. Or Birdmi incurred as a result of vendor fraud and / or excessive refunds, as applicable, without affecting any other rights or remedies Birdmi may have against its suppliers.
The supplier will follow the operating procedures including but not limited to product booking, changes and availability provided by Birdmi from time to time with any updates or amendments. Use reasonable efforts to give Supplier at least ten (10) business days any written notice of any update.
If a Product is booked by a Customer via the Distribution Channels, Supplier will follow the Customer redemption procedures.
If the supplier changes any element of the product after the customer orders the product but before the customer begins to receive the product, the supplier will provide the customer with a replacement product of the same or higher quality than the original booked product, which is reasonable for the customer Satisfaction. If the customer fails to satisfy the customer’s reasonable satisfaction, the supplier agrees that the customer may cancel the reservation and Birdmi may process the refund or refund for the customer. No amount will be deducted (and Birdmi is not obligated to pay) for any booked product, and any amount already paid for the booked product may be adjusted in any subsequent payment owed by Birdmi. Birdmi reserves the right to charge suppliers a reasonable fee in connection with the above, including but not limited to merchant and customer service fees.
The supplier will not directly accept the customer’s cancellation of the product purchased through the distribution channel. Cancellation of all purchased products must be made by Customer directly through Birdmi within the applicable cancellation. Birdmi is not obliged to return any customer who has not contacted Birdmi to cancel the order within the applicable cancellation period. Cancellation within applicable cancellation time. Customer Prove that the event of force majeure hinders the customer from using the product.
The supplier will ensure a smooth customer service process, including answering customer complaints in writing (for example via email or an interface provided by Birdmi) within five (5) days of the submission of the complaint. Birdmi reserves the right to respond to Customer Complaints at any time, including by contacting Customer directly; however, Birdmi will first attempt to contact the Provider to discuss the complaint before resolving the complaint and / or providing compensation to Customer (Birdmi reserves the right to make the decision). If Birdmi provides compensation to Customer in connection with Customer’s complaint, the Supplier will not be deducted (and Birdmi is not obligated to pay) the net rate charged for the reservation. In addition, (a) any payment that Birdmi may have made to the supplier for such booking, and / or (b) the amount that Birdmi may pay to Customer by way of compensation (up to the maximum amount to be paid by Customer) Any other amount specifically agreed is adjusted in accordance with any subsequent payment made by Birdmi to the Supplier.
The supplier shall ensure that the supplier’s activities, operations, products and Services (and the foregoing provided by the supplier, including, but not limited to, providing products to customers) are performed in good faith and in accordance with best practice standards in the tourism and event industry. Business and related business Registration, Permits, Approvals and Authorizations for the supplier to own and maintain all applicable supplier’s businesses and suppliers.
Supplier can not be hired Subcontractors to takeover their duly operation or responsibility for their business.
The Supplier hereby grants and agrees to grant Birdmi a non-exclusive, perpetual, irrevocable, transferable, sublicensable right to reproduce, modify, adapt, create, at its sole discretion worldwide, (a) carry out Birdmi’s obligations under this agreement and exercise Birdmi’s rights. (b) promote, market, promote and distribute products, including but not limited to Birdmi and its distribution channels, on the distribution channel or through distribution channels.The Supplier owns or has sufficient rights to grant Birdmi the rights granted to Birdmi for all supplier content in this Agreement, and the supplier’s content is not infringed, Infringement or abuse of third-party property or intellectual property rights. INCLUDING, BUT NOT LIMITED TO, ANY COPYRIGHT OR TRADEMARK RIGHTS OR PRIVACY OR OPENING. The supplier acknowledges and agrees that Birdmi owns all rights, title and interest in the property derived from the content of the Supplier made by Birdmi either before or after the effective date and hereby declares that visitors may have to say derivative works.
Information disclosed by one party or on behalf of one party to the other party during the term of this agreement is considered proprietary and / or confidential or, as a result of the nature of the information disclosed, should be treated honestly as proprietary and / or confidential information, including But does not include all information about net rates, commissions, and profits. Remittances from suppliers, distribution channels, and the terms of this agreement are “Confidential Information.” The party who receives the Confidential Information of the Discloser will take protective measures against the destruction, loss, alteration or disclosure of the Disclosure, which shall comply with industry best practices and shall not be less than the protection provided by the Recipient to its own proprietary information. Not within or after the terms of this agreement
(A) disclose any such Confidential Information to any third party Notwithstanding the foregoing, Birdmi’s Assignment Channel to its activities under this Agreement, Subject to the foregoing, the obligations under this section do not apply to the following: (B) use any such Confidential Information for any purpose, other than to perform the obligations of the recipient or exercise the rights of the recipient under this Agreement, and (i) There is no obligation of confidentiality, other than the recipient’s breach of this Agreement, that is generally open to the public ; (Ii) properly received by the recipient from a third party without any obligation of confidentiality; (iii) developed independently by the recipient without reference to or relying on the confidential information of the other party; or (iv) Unreported Limitations Upon the expiration of this Agreement or the parties’ prior disclosure requirements, the Recipient will return the Confidential Information of all Disclosures owned by the Recipient or the Recipient under the control of the Recipient to such use of such Confidential Information.
Supplier will adhere to all applicable laws and Birdmi current Privacy Policy , as such may be updated from time to time) with respect to Supplier’s use and disclosure of Customer Information provided to Supplier by Birdmi or otherwise collected, obtained or received by Supplier in exercising its rights or fulfilling its obligations under this Agreement. Supplier shall ensure that any collection, use and disclosure of Customer Information obtained by Supplier pursuant to the Agreement complies with all applicable laws, regulations and privacy policies. Supplier agrees not to send any unsolicited, commercial email or other online communication to Customers. For the purposes of this Agreement, Customer Information means the name, mailing address, telephone number, e-mail address, credit card information, IP address, order and order processing information, and any other non-public identification information providers The relationship with Birdmi, and the results of consumers purchasing vendor products through distribution channels.
To the maximum extent permitted by law, under no circumstances will either party be liable for any consequential, incidental, special, punitive or consequential damages, INDIRECT DAMAGES FOR ANY LOST PROFITS, LOST REVENUES, LOSSES ARISING OUT OF BUSINESS INTERRUPTION, OR LOSS OF USE OR DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SUBJECT OF THIS AGREEMENT EVEN IF YOU HAVE INFORMED TO THE OTHER PARTY OR SHOULD HAVE KNOWN THAT SUCH DAMAGES The possibility of. To the maximum extent permitted by law.
THE FOREGOING LIMITATIONS SHALL NOT APPLY TO SUPPLIER’S BREACH OF SECTIONS, (Supplier Conduct), (Supplier Content and Materials) (Confidentiality; Privacy) ( Indemnification) 16(Insurance).THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT ABSENT SUCH PROVISIONS.
The supplier will make the compensation and remain harmless and, at Birdmi’s request, Birdmi and any of its directors, officers, employees, agents, suppliers, licensors, suppliers, distributors and service providers (“Birdmi Indemnification “) and all claims, losses, liabilities, damages, penalties, penalties, settlements, fees and costs incurred by or suffered by Birdmi Indemnified Parties in connection with any third party claim, suit, claim, suit (A) Supplier’s activities, operations, products or services (including but not limited to providing products to customers), (b) Product, supplier content, or (c) Supplier’s breach (or claim, if true, ) This Agreement, including, but not limited to, any and all representations by suppliers, and any warranties contained in this Agreement and any breach of confidentiality or privacy under Article 10 or any breach of privacy policy by Supplier under Clause 10 or (d ) Taxes generated by selling products through distribution channels.
Birdmi will (i) promptly provide to the Supplier any Notice of Claim for liability and (ii) if the Supplier is required to defend, provide reasonable cooperation and assistance in relation to the claim (based on the requirements and fees of the Supplier) and allow the Supplier, alone (However, approval may not be unreasonably withheld or delayed if the vendor-selected solicitor has the right to approve.) If the supplier fails to fully defend and resolve the request after Birdmi’s request, Birdmi may do so Because of the only cost and expense of the supplier. Neither party will compromise or settle a claim without the prior written consent of the other party and will not be unreasonably denied or delayed.
If either party is in any natural disaster, strike, labor disputes, earthquakes, fires, floods, public disasters, equipment, software or technical failures or malfunctions that do not meet their duties and obligations in a timely manner, power outages or interruptions, acts of terrorism, war, civil strife, riots or any other cause beyond their reasonable control (each being “force Majeure event”), the party will be exempted from the time limit for fulfilling such obligations or obligations, during which conditions exist.
BIRDMI reserves the right to update or otherwise change this agreement (including any attachments or documents referred to herein) at least 30 notice (the “notice Period”), (including through email and request supplier’s product information).
If the supplier objects to this Agreement or any accompanying revisions, the supplier will notify BIRDMI of the objections within 30 days of the notice period. The two sides will negotiate in good faith to resolve the objections in 60 days, BIRDMI to provide amendments to the provisions of the notice
If the parties do not reach an agreement within the 60-day period, this Agreement shall continue in accordance with the terms of its entry into force prior to the notice, or may be terminated by BIRDMI. If the supplier does not notify the BIRDMI objection during the notice period, it will be deemed to Supplier accept such revision and continue to use the products provided by this agreement to the supplier after the effective date of the revised edition.
Unless agreed in writing and signed by both parties, the change of the new agreement shall not apply to any dispute between the parties to the claim submitted before the effective date of the change.
Any dispute, claim or controversy arising out of or arising out of the obligations of the parties under this Agreement shall be resolved independently in accordance with the provisions of this Section, whether based on contract, tort, regulation, fraud, distortion or any other legal principle Nominate a representative to pursue the negotiations in good faith to resolve disputes, claims or disputes promptly within a maximum of fourteen (14) days after notification of the dispute, claim or dispute
Supplier agrees that any arbitration under this Agreement will be conducted in an individual capacity; does not allow Class Arbitration and Class Actions, Supplier agrees to waive its ability to participate in Class Actions Both parties agree to abide by any decisions and rulings in the proceeding And decisive, and can be conducted in Hong Kong courts.
The parties’ intention is not to pay or transfer anything of value, whose purpose or effect is public or commercial bribery, to accept or acquiesce in extortion, rebates or other illegal or improper means of obtaining business or any undue advantage. Suppliers shall comply with all international anti-corruption laws, such as the UK Bribery Act, and shall be responsible for the fulfillment by suppliers of any activity under this agreement:
(A) ANY PART OF ANY FEES PAID BY MAY BE PAID OR CONTRACTED TO THE SUPPLIER WILL NOT BE PAYABLE OR DIRECTLY OR INDIRECTLY FOR THE INCURRENCE OF ANY INCOME FROM ANYONE, COMPANY, COMPANY OR SUPPLIER. (B) The Supplier does not, nor does it, at any time, directly or indirectly, pay, offer, authorize or promise to pay, offer or authorize the payment of any moneys or any other items of value: (i) any government, department, agency or instrument (Ii) any other person of an official capacity represented by a government, department, institution or instrument; (iii) (any candidate for a political office); (v) any government official or employee, political party, political committee Or any officer, employee or other person, company or other entity requiring or directing, or for the benefit of, any other person, company or other entity; or (vi) any other person, company or other entity is aware of part or all of such moneys or other items of value Will be paid to any government department, agency or instrument, political party, political committee or any officer or employee of the political office or candidate for political office.
(c) Supplier shall provide a certification to Birdmi that Supplier is in compliance with the foregoing.
The Supplier may not legally or otherwise transfer or otherwise assign this Agreement or any of its rights or obligations without the prior written consent of Birdmi, and to do so, the supplier is not a merging or changing control of the surviving party Will be considered a task. Any attempt to violate the above rules will be invalid. In addition, this Agreement will be binding on the successors and permitted assigns of each party. Except as expressly provided in this Agreement, this Agreement shall not be construed as establishing an agency, partnership, joint venture or any other association between the parties for tax purposes or otherwise; both parties will always be independent contractors. Except as expressly agreed to in writing by both parties, and except for Birdmi’s sale of Supplier Products as described in this Agreement, neither party expressly or impliedly made any representations or warranties on behalf of the other party or otherwise bind the other party. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, invalid or unenforceable, the remainder of this Agreement will remain in full force and subject to modification by such parties as to be valid and enforceable Within such jurisdiction and in accordance with the intent of the parties. Any remedy provided for in this agreement is in addition to, but not exclusive of, any law or remedy of any other remedy. 9 (Limitation of Liability), 10 (Indemnification), 13 (Dispute Resolution) and 15 (General) Termination of this Agreement or to period.
This Agreement, including the Birdmi Supplier Code of Conduct and Privacy Policy, and the Annexes contain a complete understanding of the parties involved in the Agreement and supersede all prior agreements and arrangements between the parties and the Agreement. Any offer by Birdmi and any acceptance by vendors of such offer is limited to the terms of this Agreement and Birdmi objects to any additional terms or terms and conditions and that any offer by Birdmi is expressly made conditional on the terms of this Agreement.
The United Nations Convention on the International Sale of Goods does not apply to this Agreement and makes a clear statement. In the case of Birdmi’s performance of its obligations and exercise of its rights, Birdmi may perform such obligations and exercise of its consideration on behalf of Birdmi Group and any of Birdmi’s subsidiaries and their respective agents, contractors, distributors and service providers . Any waiver or failure to require the performance of any of the provisions of this Agreement shall not be construed as a waiver of any subsequent breach of this Agreement or any other requirement and such waiver will not take effect unless written in writing. Birdmi may assign or otherwise transfer this Agreement in whole or in part。
Supplier shall comply with the insurance requirements .
Payment Terms
Birdmi (or its nominated person) pays a monthly Supplier Remittance in the amount equal to the sum of the net rates for each product purchased through distribution channels and delivered by the supplier to the customer minus any adjustment, including Cancellation or refund to customers. Birdmi will pay within twenty-one (21) business days after the end of the settlement period (as defined below). When calculating such payments, the net rate will be based on the time the customer orders the product
The supplier will notify Birdmi via email within forty-five (45) days of the supplier’s delivery of the product to the customer or customer, whichever is later, within 30 days of receipt of the remittance advice. During this time, Birdmi will make the discretion to adjust the difference between the bills. Without prejudice to the foregoing, no dispute shall be made nor shall Birdmi be liable for any payment-related matters (including but not limited to, claims or actions in connection with matters relating to the net interest rate after (a) and remittances of suppliers)
Birdmi will use electronic funds to enter supplier bank accounts. If the supplier fails to provide, maintain or update the bank account details requested by Birdmi (including all related tax information), birdmi reserves the right to detain the information provided before this information is provided. Birdmi reserves the right to apply for fees such as transaction fees and / or currency exchange if requested by the supplier’s account or in currencies denominated in Hong Kong dollars,US dollars or Euros .
For each payment, Birdmi will provide the supplier with a remittance advice detailing the transaction number or other booking information for each product transaction included in the remittance from the supplier. Birdie is not obliged to pay any supplier invoice to Birdmi.
Operational Procedures
Product Bookings, Changes & Availability:
Unless both Birdmi and the supplier agree, all products will be subject to Freesale Reservation. For Freesale reservations, the supplier authorizes Birdmi to accept all requests for the customer’s purchase of the supplier’s product and send the customer a confirmation of the purchased product. For the avoidance of doubt, the supplier will accept all Freesale reservation requests and may not refuse Freesale reservations.
The supplier will manage product reservations, including but not limited to accepting, rejecting and confirming product reservations, using Birdmi’s interface. The supplier will always maintain the availability of the product.
All reservations rejected by the provider via Birdmi’s interface will be considered as accepted by the provider. If the customer is able to book a particular product, the supplier will accept such a reservation because the supplier appears to have the availability of such product through the Birdmi interface. If reservations made through the Birdmi interface become invalid, whether or not there is an error or not, the supplier agrees to immediately resume managing the booking confirmation, confirming the reservation via e-mail sent by Birdmi.
The supplier will inform Birdmi of any changes to the product (such as changes to itinerary or time), cancellations (eg, travel cancellations, sold out dates), and any updates to the product at least six (3) months in advance. And should be updated through the access provided by birdmi If not notified in advance, the supplier will notify Birdmi immediately upon notice of such change, cancellation or update. If the supplier does not notify Birdmi of such changes, cancellations and updates in advance and Birdmi returns the Customer for the applicable product due to changes, cancellations or updates, the Supplier agrees to indemnify Birdmi for any amount forfeited by Birdmi and to pay a reasonable amount of Birdmi’s efforts.
Customer Redemption: If the supplier can not accept the electronic voucher for a product, the supplier must request Birdmi’s approval and Birdmi may at its sole discretion waive the electronic voucher, which Birdmi may provide by e-mail. If the supplier requires proof of voucher or purchase confirmation, the supplier will accept the electronic voucher for each product sold through the distribution channel.
Cancellation and Non-Display Policy: For each product, the supplier will comply with the Birdmi cancellation policy set forth on the Birdmi.com website at the time of product reservation. However, under no circumstances should a supplier book a customer a more stringent cancellation policy through distribution channels. Unless canceled by Birdmi, all products ordered by Customer through distribution channels will be provided to Customer in accordance with the Supplier Non-Display Policy. Suppliers will take commercially reasonable efforts to accommodate customers arriving after any deadline.
Insurance
Suppliers need to procure and maintain the current Public (Product) Liability Insurance (PLI) and error and missing insurance for the products, the coverage of which is consistent with industry standards and may apply laws, rules and regulations. This insurance will be provided through Birdmi’s acceptable insurance company. The best (or equivalent) financial strength rating is A-VII or higher and will include, but is not limited to, completed operations, a package of contractual obligations, and personal injury and advertising responsibilities.
By Birdmi request (which may be made by e-mail), Supplier will add Birdmi as an additional insured to such insurance policies and will provide a certificate of insurance evidencing all of the coverage described in this Section and that Birdmi has been added as an Such insurer by Supplier will be primary to any insurance carried by Birdmi.