LOVESHACK VACATIONS® AGENT AGREEMENT
This Agreement is entered into between KHM Consulting, Inc., hereinafter referred to as KHM, having its principal place of business at 1152 Pearl Road, Brunswick, Ohio 44212 and the Independent Contractor, hereinafter referred to as IC. LoveShack Vacations is part of KHM.
Term of Agreement.
KHM hereby retains the IC to act as an independent outside salesperson and the IC agrees to act in such a capacity on behalf of KHM for a period of one (1) year from the date of this Agreement. The term will renew automatically on the anniversary of this Agreement unless either party elects to discontinue the Agreement in accordance with the Terms and/or Conditions outlined herein. All notices must be made in writing and emailed or faxed to KHM at the designated addresses at least thirty (30) days prior to the annual anniversary date. Duties of IC. The IC is hereby retained by KHM as a self-employed independent business person to specialize in honeymoons, destination weddings and other romance travel to the general public. Fees
There is a one-time non-refundable registration and setup fee in the amount of five hundred and ninety-five dollars ($595.00). The Monthly Fee is ninety-nine dollars $99.00, and will be debited from IC’s credit card/debit card each month on the monthly anniversary date of the Agreement beginning thirty (30) days from the date of this Agreement. The total first year fee due is one thousand, six hundred, and eighty-four dollars ($1,684.00). Thereafter, the amount paid in subsequent renewal years will be is ninety-nine dollars ($99.00) collected monthly. There will be no refunds of the registration and setup fees. Should IC wish to cancel prior to the one year anniversary, a cancellation fee will be charged which is the lesser of the balance due on this Agreement or three hundred dollars ($300.00).
The first year annual fee is one thousand, four hundred, and ninety-five dollars ($1,495.00), which includes the one-time registration and setup fees in the amount of nine hundred, and ninety-five dollars ($595.00). This is a savings of one hundred and eighty-nine dollars ($189.00) off of the Monthly Option. KHM will debit the IC’s credit card/debit card for the first year annual fee and each year on the anniversary date of the Agreement. The amount paid in subsequent renewal years will be one thousand eighty-nine dollars ($1,089.00). This is a saving of ninety-nine dollars ($99.00). There will be no refunds of the registration and setup fees. Should IC wish to cancel prior to the one year anniversary, a cancellation fee will be charged which is the lesser of the balance due on this agreement or three hundred dollars ($300.00). IC’s credit card authorization will be kept on file at KHM Corporate Offices. Compensation of IC. As compensation for the services rendered under this Agreement, the IC shall be entitled to 80% – 90% of the point of sale commissions generated by IC and received by KHM. For complete details of the commission plan, see Attachment “A”.
For purposes of earning the IATAN card, KHM shall report to IATAN 100% of commissions paid to IC
The net commission is defined as the commission received by KHM and minus any commissions rebated to a commercial account or individual client. The IC shall not enter into any rebating agreement, or other agreement, on behalf of KHM without the written consent of KHM. Any gifts, administration fees, ticketing fees, CRS charges, delivery fees, accounting research fees, debit memos, charge backs, etc. will be deducted from the IC’s commissions. KHM has the right to offset/withhold any IC commissions when KHM receives deductions from suppliers regarding travel that is booked by the IC. The IC must enter all travel bookings through the Booking Manager in the LoveShack Vacations Portal.
Agency to Receive All Commissions.
The IC agrees that all check and cash monies received by clients are to be processed through KHM and never sent directly to a supplier when using KHM’s ARC, IATAN, CLIA, or other KHM Booking Identification Number. In the event an IC or his/her clients send any monies directly to the supplier for booking made using KHM’s ARC, IATAN, CLIA, or Booking Identification Number, this IC Agreement will be deemed in breach and may be terminated at the option of KHM. IC is not permitted to use their personal credit card/debit card when booking a clients’ travel. All credit card transactions are to be with the clients’ credit card and are to be transacted and processed by the IC directly with the supplier/vendor and must be entered in the Booking Manager. If the IC authorizes or requests any supplier/vendor to send commission directly to the IC when using KHM’s ARC, IATAN, CLIA, or Booking Identification Number, bypassing KHM, this IC Agreement will terminate immediately and IC will forfeit any and all unpaid commissions. It is understood that the IC is free to do business with any entity or individual, however KHM will receive all of the commission paid by any supplier for any sale in which the IC uses KHM’s ARC, IATAN, CLIA, or Booking Identification Number to process the sale. The commissions will then be paid to the IC by KHM.
Method of Payment.
IC shall be paid on the second and fourth Friday of the month when commissions have been received by KHM. KHM shall, within twenty-five (25) days of the end of each month, provide IC with a statement of all commissions earned and travel completed and paid to KHM on their behalf for the previous month. This statement will also include any deducted monthly fees, applicable GDS fees, and expenses directly attributable to the IC, accompanied by payment for IC’s share of those commissions earned. For purposes of qualifying for the IATAN card, KHM shall report gross earning to the IRS (Form 1099) for the IC and pay net to IC (minus expenses). Examination of Books.
IC shall have the right, either personally or by an accountant retained and paid by the IC, at times mutually convenient to KHM and the IC, but in any event at least once during each half of the calendar year, to examine books and accounts of KHM insofar as they relate to transactions affecting the amount of the IC’s compensation.
IC Will Provide Their Own Business Supplies and Be Responsible for Their Own Expenses
. IC shall provide his/her own business cards and other promotional materials and shall otherwise be responsible for all expenses incurred in performing his/her duties under this Agreement.
Place of Work.
The IC may choose where the work is to be performed, is not required to work on the premises of KHM, and is not required to answer the phones, or perform any other duties at KHM’s offices.
IC may work whatever hours he/she desires. There are no set office hours that must be maintained by the IC. The IC is not required to attend office meetings or education sessions. 13. Risk of Loss/Profit Potential. IC assumes the risk of incurring a loss if the shared sales commission does not cover their business expenses. Similarly, IC enjoys the right to earn a profit yielded by commissions shared pursuant to this Agreement.
No Entitlement to Vacation or Health Benefits as IC.
As a self-employed individual, the IC shall not receive or earn any vacation, sick or PTO pay from KHM and is not covered under the medical, dental, or vision plans.
IC Shall Be Responsible for Filing All Taxes.
The IC agrees to be responsible for all federal, state, and local tax payments related to the commissions received from KHM. IC agrees to be fully responsible for complying with all federal, state, and local laws in connection with performance of this Agreement, including, but not limited to, payment of any estimated or other federal, state, or local income taxes, payment of applicable charges for social security, FICA, worker’s compensation and obtaining any required state or local licenses or registration as a self-employed Seller of Travel/IC. IC is also responsible for taxes and Social Security for any employee(s).
IC agrees to indemnify and hold KHM harmless for any assessments against KHM because of any failure by IC to properly pay federal, state, or local income taxes (including estimated tax payments) and file returns in connection therewith, or to pay social security, FICA, or worker’s compensation.
KHM and IC Responsibility Related to Website Access.
KHM is not responsible or liable for any direct or indirect loss of business or inconveniences resulting from malfunctions, failures, downtime or maintenance of any hardware, software, web page hosting, telephone lines, cable lines, intranet or internet. All computer hardware and software is provided by third party vendors or suppliers and is not the responsibility of KHM. Neither party shall be responsible for downtimes, delays, software failures or nonperformance caused by acts of God or governmental authority, strike or labor disputes, breach of contract by suppliers, or any other cause beyond the reasonable control of that party.
Ownership of Customers.
The parties acknowledge that all customers introduced to KHM by the IC are and shall remain the property of the IC. Those clients that were introduced to the IC by KHM are and shall remain the property of KHM. If the IC shall cease to be associated with KHM for any reason, all customers of the IC, other than those introduced by KHM, shall be free to continue doing business with the IC independently, or through any other travel agency. Events Causing Termination
. This Agreement is terminable prior to its expiration for the following reasons: The occurrence of circumstances that make it impossible or impractical for the business of KHM to continue; or The death of the IC; or The willful or negligent breach of duty by the IC in the course of his/her performance under this Agreement; or The desire of KHM to discontinue doing business with the IC.
Non-Continuance of Agreement.
KHM Consulting, Inc. reserves the right to change, revoke or cancel this agreement at any time with the IC for any of the following: Misrepresentation, dishonesty, fraud, unprofessional activities, and/or inappropriate conduct; or Violation of ethics which could be damaging to the profitability, image and integrity of KHM; or The occurrence of circumstances that make it impossible or impracticable for the business of KHM to continue; or The willful or negligent breach of duty by the IC in the course of his/her performance under the Agreement; or The continued incapacity due to illness on the part of the IC to perform his/her duties; or Failure to comply with California Sellers of Travel Law as currently written and/or amended; or Failure to comply with any State or Government which has a Sellers of Travel Law as written and/or amended; or If the IC or their clients send any monies directly to the supplier/vendor, this IC Agreement will terminate immediately; or If the IC authorizes or requests any supplier/vendor to send commission directly to the IC bypassing KHM, this IC Agreement will terminate immediately.
Should the IC be terminated for any of the reasons listed above or any other unlawful act, the IC will forfeit all unpaid commissions.
If the IC operates, sells or markets in a state that has a Seller of Travel Laws, the IC agrees to abide by those applicable laws as currently written and/or amended. It is the responsibility of the IC to check with the applicable government authority regarding any consumer protection laws.
Non-Disclosure, Non-Disruption and Confidentiality.
The IC understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning KHM and/or its affiliates, agrees to keep all trade secrets and not to divulge, disclose or communicate, either directly or indirectly, to any person, firm, partnership, corporation or any other entity whatsoever any information concerning the matters effecting or relating to the business of KHM and/or its affiliates, including but without limitation to, trade secrets, selling, marketing and advertising procedures, past or present employees, past, present, or pending clients, agents, subcontractors and affiliates, recruitment and education plans, agent commission programs, daily operations, corporate policies and procedures, supplier and vendor commission and override contracts or any other agreements with these suppliers and vendors, and any other information that KHM and its affiliates may deem confidential. The IC agrees not to act, or fail to act in any manner either directly or indirectly, that may cause the disruption of business, direct any business away from, and/or to cause discord to the business of and/or business relationships of KHM and/or its affiliates. Any such breach will result in immediate termination and forfeiture of unpaid commissions.
This Agreement is for a period of one (1) year. By submitting this application the IC agrees to twelve (12) consecutive months of service at ninety-nine dollars ($99.00) per month. This Agreement term will renew automatically for the IC’s convenience. Termination before the contract period of one (1) year will constitute a breach of this Agreement and the entire balance will become due. Notice to cancel must be made in writing and emailed or faxed to KHM thirty (30) days prior to the anniversary date of this Agreement.
Effect of Termination on Compensation.
In the event of the termination of this Agreement prior to the completion of its term specified herein, without cause, the IC shall be entitled those commissions earned and received by KHM. Any and all commissions not received by KHM from its suppliers will be forfeited by the IC. The IC shall be entitled to no further compensation as of the date of termination Remedies.
Any controversy or claim arising out of or relating to this Agreement shall be settled by the courts of Medina County, Ohio.
Attorney’s Fees and Costs.
If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which he/she may be entitled.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner.
Law Governing Agreement.
This Agreement shall be governed by and construed in accordance with the laws of Ohio.
This is a personal service agreement that shall not be assignable by the IC without the written consent of KHM.
Amendment of Agreement.
KHM may make amendments and/or changes to this Agreement at any time thirty (30) days in advance of the effective date by electronic notification (e-mail). Amendments and/or changes to the Agreement shall effective automatically thirty (30) days after electronic notification. Amendments and/or changes to the contract will not apply to any bookings made prior to the effective date of such changes provided that the IC has entered the booking into the booking notification system or a KHM approved booking system. IC will have ten (10) days to provide KHM with written notice of termination of the IC Agreement if the revised Agreement is not acceptable. IC’s failure to provide such written notice of termination will indicate that the IC agrees to abide by the terms and conditions of the revised Agreement.
Complete Agreement; Modification or Waiver.
This agreement represents the complete understanding of the parties with respect to the described IC relationship. No waiver, amendment, or change of any provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.
Indemnification of KHM.
IC shall indemnify and hold harmless KHM, its employees, officers, directors, shareholders, and/or affiliates and assigns from and against any and all claims suffered by KHM arising out of or with respect to the following:
Any violation of law by IC or its employees; or Fraud, misrepresentation, willful misconduct or gross negligence on the part of the IC or it employees; or Any violation of this Agreement by the IC or its employees.
LoveShack Vacations Compensation
Take advantage of the most lucrative and highly rewarding compensation plan in the travel industry. Earn 80% – 90% of the Commission.
Earn 80% – 90% of the commissions IC generates
80% for IC’s first $5,000 in gross commissions
90% for everything over $5,000
IATAN and CLIA card for qualifying IC’s