THIS AGREEMENT (the “Agreement”) entered into on this between Pickles Vacations, LLC, doing business as: PTN Travel. (“PTN”) located at: 4261 E. University Dr. #30-505, Prosper, TX 75078 and of (“Sub-Agent”).
WHEREAS, PTN engages in the business of providing a menu of business services to independent travel professionals that wish to enhance their income and industry standing; and
WHEREAS, PTN holds the right to license the PTN trade name to travel agencies and advisors and access the superior travel supplier commission agreements and arrangements negotiated by PTN, a fully appointed travel Agent; and
WHEREAS, PTN has and does enjoy the goodwill of the public and reputation for fair dealing with the public; and
WHEREAS, it is deemed to be to the mutual advantage of PTN and Sub-Agent to enter into this Agreement upon the terms and conditions hereinafter set forth; and
WHEREAS, Sub-Agent operates as an independent contractor under a PTN affiliated Independent Contractor (“Contractor”) bound under the terms of its separate Independent Contractor agreement.
WHEREAS, Sub-Agent engages in the sale and service of travel services for Contractor’s clients as an affiliate of PTN.
NOW, THEREFORE, in consideration of the mutual promises, provisions, and covenants contained herein made by PTN and Contractor (each a “Party” and collectively the “Parties”), the Parties agree and herby enter into the following agreement:
- TERM
This Agreement is effective upon the date of execution through December 31, 2026 (“Term”) unless either party submits a written notice of termination or Contractor is terminated for cause pursuant to Section 10(b). Following the Term, this Agreement shall remain in full force and effect as it relates to ongoing bookings and business secured prior to the end of the Term. For all subsequent one-year terms, Contractor may continue its affiliation with PTN upon execution of a new independent contractor agreement. This Agreement is subject to amendment pursuant to Section 2.
- AMENDMENTS AND MODIFICATIONS TO THIS AGREEMENT
PTN reserves the right to modify the terms of this Agreement for any successive term, or immediately during any term to meet any statutory or regulatory requirements enacted or required to book travel or to accommodate any reasonable modifications made by Company for any legitimate business purpose.
- RELATIONSHIP OF THE PARTIES
A. Contractual Status. Sub-Agent and PTN shall be independent contractors of each other. Therefore, each party shall:
(a) Have the right to offer services to the general public;
(b) Have the right to advertise its services via the Internet or print;
(c) Have its own business cards and company letterhead;
(d) Maintain its own facilities, equipment, and supplies;
(e) Pay all of its own business expenses;
(f) Set its own work schedules;
(g) Set its own consulting, transaction, or services fees;
(h) Be free of supervision, direction, and control by the other party;
(i) Maintain its own errors and omissions insurance; and
(j) Hire employees and independent contractors to perform services in its absence or to assist them.
Sub-Agent is an independent contractor, and by entering into this Agreement, Sub-Agent is agreeing that it is not an employee of PTN. Sub-Agent is required to conduct business in compliance with all statutory and regulatory requirements as may be required by law, without reliance upon PTN. This Agreement sets forth the requirements of Sub-Agent in doing so. As stated in the Agreement, PTN reserves the right to terminate this Agreement. Sub-Agent agrees to proceed diligently, faithfully, loyally, legally, and to use its best efforts in selling travel and all travel-related products to clients.
B. Enrollment Requirements & Fees.
1) Enrollment Fee & New Advisor Program. To enroll as a Sub-Agent with PTN, Sub-Agent must have already completed an approved formal third-party travel agent training program or agree to enroll and participate in the new advisor program (“Program”) at the time of enrollment with PTN. To enroll in the Program, Sub-Agent shall pay a one-time non-refundable $695 fee (Enrollment Fee) to PTN.
2) Agreement. Execute the Sub-Agent Agreement and return to PTN. Contractor may require a separate agreement.
3) Initial Start-Up Fee. Pay the initial one-time start-up fee of five hundred and ninety-nine dollars ($599) to receive access to PTN’s services, resources, and suppliers as an independent contractor affiliated with PTN.
4) Service Fee. The Sub-Agent agrees to pay a forty-nine dollar ($49) non-refundable monthly service fee, (or discounted five-hundred and thirty-nine ($539) if paid yearly (“Service Fee”), the initial service fee is due immediately upon signing this Agreement and annually on the same date each year. Each monthly Service Fee is payable on the same day of the month as the advisor’s initial service date. Sub-Agent must complete an automatic bank draft authorization form or provide a card on file authorizing PTN to auto-draft.
The monthly Service Fee is subject to change by PTN in any subsequent term. PTN will provide independent contractors with 30-days written notice of any increase prior to commencement of a subsequent term. Non-payment of the Service Fee, either by not maintaining a card on file, insufficient funds (or decline), or a compromised account, will result in a non-refundable late fee of thirty dollars ($30) in addition to the standard Service Fee if not corrected and paid in full within five (5) business days of the renewal date. If after a notice is provided and Sub-Agent is fifteen (15) days past the renewal service fee due date, PTN may terminate this agreement with cause, or suspend access to the PTN portal. To reconnect to the portal, Sub-Agent will incur a reconnection fee of ninety-nine dollars ($99), in addition to all other outstanding fees (non-refundable late fee, and Service Fee).
C. PTN Inclusions. PTN provides the following: PTN portal access, full access to technology platforms to maintain client bookings and report commissions, Virtuoso Travel Basics Program (purchased separately by Sub-Agent), itinerary and/or proposal software access, Virtuoso access (subject to meeting Virtuoso sales minimums), lead generation through Virtuoso, access to preferred suppliers, live group coaching with PTN, live supplier and marketing, affiliate education, access to the PTN members only Facebook group, additional resources, access to and use of PTN’s IATA, CLIA numbers, perks, and support to its contractors.
D. Risk of Loss/Profit Potential. Sub-Agent assumes the risk of incurring a loss if the Contractor’s shared sales commission does not cover their business expenses. Similarly, Sub-Agent enjoys the right to earn a profit yielded by commissions shared with Contractor pursuant to this Agreement.
- LICENSE, ACCESS, PROGRAMS, INSURANCE, AND SELLER OF TRAVEL
A. PTN License Use. PTN hereby grants Sub-Agent a limited, non-exclusive, non-assignable license to use the PTN brand name to enhance Contractor’s and Sub-Agent’s income and reputation in the industry. Sub-Agent may use that brand name only to identify the Contractor or Sub-Agent’s services and in dealings with travel suppliers. Whenever Sub-Agent uses the brand name, Sub-Agent must also use the word “independent” or “affiliate” to signify that PTN and Sub-Agent are independent contractors. Sub-Agent shall use PTN brand name on business forms and advertising only after obtaining PTN prior written consent to such use. PTN will not unreasonably withhold, delay, or condition such use.
B. Access and Programs. PTN hereby further grants Sub-Agent a limited, non-exclusive, and non-assignable right to access the supplier agreements and commission programs of PTN by making reservations using PTN’s CLIA and IATA numbers. The access granted by this paragraph shall also terminate simultaneously with the termination of this Agreement and/or the termination of any agreement with Contractor (whichever comes first).
C. Seller of Travel License. PTN maintains a Seller of Travel license in California, Florida, and Washington. If Sub-Agent offers travel services to clients residing in California, Florida or Washington State, Sub-Agent may be required to register as a Seller of Travel and to comply with bonding and/or trust account requirements for sales to clients located in those jurisdictions. Sub-Agent shall not use PTN’s credentials for travel bookings or products sold to clients residing in Hawaii since PTN does not maintain a Seller of Travel license in that state. Accordingly, Sub-Agent shall either comply with the foregoing requirements or shall register as a Seller of Travel under the applicable state law or laws. It is the responsibility of Sub-Agent to check with the applicable government authorities regarding consumer protection laws. PTN also strongly recommends that Sub-Agent consult a local attorney and/or governmental agency to ensure compliance.
D. Transferring Bookings. Contractor shall refrain from transferring (or attempting to transfer) reservations from PTN to another travel Contractor or agency, and from inducing a client to cancel and rebook with another travel Contractor, or agency unless PTN expressly consents in writing to such transfer or cancellation and rebooking.
- SUB-AGENT RESPONSIBILITIES
A. Generally. A Sub-Agent shall be defined as an individual or entity independent of Contractor and of PTN, selling travel with access to some or all of the following: (1) access to Contractor’s clients or leads (if agreed to by Contractor), (2) receipt of a commission split directly from Contractor for bookings, and/or (3) access to PTN supplier education, confidential information, trade secrets and/or materials. Sub-Agent is not an employee of PTN and is considered an Independent Contractor. Contractor shall be responsible and liable for any and all intentional or unintentional acts, failure to act, negligence, and errors and omissions of Sub-Agent.
B. Participation in the PTN New Advisor Program. Upon the execution of this Agreement with PTN for Sub-Agent’s initial term and upon payment of the Start-Up Fee and Enrollment Fee, Contractor agrees to its enrollment and participation in the new advisor program by PTN (if applicable).
C. Method of Client Payment. The preferred method of payment that Sub-Agent can accept is a credit/debit card which must be processed with the supplier. Sub-Agent must be Payment Card Industry Data Security Standard (“PCI DSS”) compliant on all transactions. PCI DSS is a set of security standards designed to ensure that all companies that accept, process, store, or transmit credit card information maintain a secure environment. Sub-Agents are NOT permitted to pay for a client’s trip using Sub-Agent’s personal card, Sub-Agent’s company credit card, Contractor’s personal card, or Contractor’s company credit card. Client’s credit card information must only be given directly to the supplier for payment. All credit card charges shall be processed through PTN's merchant account or the supplier's merchant account. Sub-Agent can call in the payment over the phone or online, depending on the supplier and the booking type. To prevent credit card fraud, Sub-Agent shall obtain a signed credit card authorization form and an agreement to PTN’s Terms and Conditions from each client prior to making any payment towards client’s booking, and for every payment made. Sub-Agent shall never accept cash or checks from clients for any payments. Sub-Agent shall remit all supplier checks directly to PTN. PTN shall not be liable or obligated to pay Sub-Agent any commissions. All Commissions shall be paid to Sub-Agent pursuant to Sub-Agent’s agreement with Contractor directly from Contractor.
D. Credit Card Transaction Liability. When a Sub-Agent’s client uses a credit card as a form of payment, Sub-Agent and Contractor are solely responsible for all client authorizations for each transaction. Sub-Agent and Contractor are responsible for all disputed, declined, or fraudulent charges associated with the client/s they book and/or manage payments for. PTN shall share no liability resulting from any client credit card transaction.
E. Sub-Agent Liability. Sub-Agent shall be liable for all non-payment, chargebacks, debit memos, and other liabilities pertaining to Sub-Agent’s business, including but not limited to hidden-city ticketing, back-to-back ticketing, split ticketing, one-way travel on a roundtrip ticket, reservation churning, duplicate reservations, and reservations for a fare for which the client does not qualify. Sub-Agent shall also be liable for violations of the U.S. Department of Transportation codeshare, full-fare, and other regulations governing the sale of travel. PTN shall charge Sub-Agent’s credit card for any amounts due under this Section and to deduct any such amounts from Contractor’s commission payment/s regardless of whether Sub-Agent or Contractor managed the booking. PTN shall provide Contractor and Sub-Agent with written notice of any deductions and provide Contractor ten (10) business days to resolve any issues related thereto. If the Contractor or Sub-Agent fails to resolve such deductions within ten (10) business days after PTN’s written notice, PTN may proceed with the said charge or deduction.
F. Chargeback Disputes. Sub-Agent is responsible for informing Contractor and PTN of any chargebacks it receives. If Sub-Agent does not believe the chargeback to be valid, documentation to dispute the claim with the merchant must be furnished to the merchant, Contractor, and PTN’s administrative team within three (3) days. There is a seventy-five-dollar ($75) charge assessed to Sub-Agent for PTN assisting in a chargeback/dispute with the signed approval from Sub-Agent. PTN will help to avoid the chargeback or dispute, but ultimately Sub-Agent and Contractor are responsible for knowing and understanding the various rules. Any credit card dispute between Sub-Agent, Contractor and Contractor’s client/s is subject to the cardholder’s terms and conditions. In any case, Sub-Agent and Contractor are responsible for payment of any dispute memo within fourteen (14) days. The best way to remain protected against a chargeback/dispute is a form that has the following:
1. Client’s name, address, phone number, and email
2. Last four (4) digits of credit card, name, and expiration date
3. Charged amount
4. Signature (electronic is sufficient)
5. Acknowledgement of understanding the Terms and Conditions
6. Remind the client who the charge will be from on their credit card statement
G. No Authority To Bind. Unless authorized in writing by the other party, neither party shall sign, consent to, or state that it is authorized to sign or consent to any contract on behalf of the other party and shall not sign any agreement on behalf of the other party.
H. Sub-Agent Indemnification. Promptly upon demand, Sub-Agent shall defend, indemnify, and hold harmless PTN and its directors, officers, shareholders, agents and employees and other independent contractors of PTN (collectively, the “Indemnified Parties”) for:
(i.) Any and all liabilities, obligations, costs, expenses, attorneys’ fees, losses, damages, claims or deficiencies arising out of or related to any act, omission or occurrence of Sub-Agent, or its employees, sub-agents, or independent contractors of Sub-Agent, including any claim for the payment or performance or nonperformance of any and all obligations or liabilities of Contractor, its employees, sub-agents, or independent contractors of Sub-Agent of each and every nature whatsoever.
(ii) Any and all liabilities, obligations, costs, expenses, losses, damages, claims or deficiencies resulting, directly or indirectly, from any misrepresentation or omission, breach of warranty or nonfulfillment of any covenant, condition or agreement of Sub-Agent contained in this Agreement or in any certificate, instrument, agreement, guarantee or other document furnished or to be furnished to PTN hereunder or in connection with the transactions contemplated hereby.
(iii) Any and all actions, suits, proceedings, demands, assessments, and judgments relating, directly or indirectly, to the foregoing, and any and all costs and expenses reasonably incurred (including, by way of example and not limitation, all legal and accounting fees and court costs) incidental, directly or indirectly, to the foregoing.
(iv) The foregoing indemnification obligation shall survive termination of this Agreement.
I. Booking & Client Management Requirements. Sub-Agent shall only sell travel to US residents and US citizens. In booking travel for clients, Sub-Agent is responsible for assuring the trip details are accurate before a reservation is booked. Sub-Agent shall use PTN’s commission tracking software to input all bookings. This will ensure that all data for Contractor’s benefit is in PTN’s back-office systems for commission management and payments. Contractor must submit each booking into PTN tracking software within fifteen (15) days following the booking confirmation. PTN reserves the right to deduct forty dollars ($40) from the net commissions payable to Sub-Agent on bookings not correctly entered submitted into PTN’s commission tracking software or charge a forty-dollar ($40) fee to the Sub-Agent’s card on file with the PTN. In no event shall any bookings left “unclaimed” in for a period of ninety (90) days or more beyond the client’s return from travel be commissionable to Sub-Agent or Contractor.
Sub-Agent shall use PTN’s name, the specific credential required by the vendor as listed on such vendor’s supplier information page when booking travel for its clients. Sub-Agent shall also use PTN’s Seller of Travel number and similar numbers when required. All payments must be routed through the respective supplier and submitted to PTN. Sub-Agent shall be responsible for making all Bookings for its clients directly with the travel vendors, either electronically or telephonically. Sub-Agent must identify as an Independent Contractor of PTN and provide the Sub-Agent’s legal name and legal name of the host agency, Pickles Vacations, LLC DBA PTN Travel. Also, PTN’s telephone number, (972) 951-8000, and other credentials as requested.
Sub-Agent shall refrain from transferring (or attempting to transfer) reservation from PTN to another travel Contractor or agency, and from inducing a client to cancel and rebook with another travel Contractor or agency unless PTN expressly consents in writing to such transfer or cancellation and rebooking.
J. Group Bookings. PTN allows Sub-Agent to book contracted group bookings. “Contracted group bookings” shall mean any booking that is considered to be a “group” by the Supplier which requires a signed contract from Sub-Agent, Contractor, PTN, or the client. To contract a group using PTN’s credentials and to receive commission, Sub-Agent must receive approval from an authorized PTN representative prior to signing any group contract. Sub-Agent is never authorized to sign a group contract on behalf of PTN.
K. Full Gross Amount for Bookings. Sub-Agent agrees that all payments made to Suppliers for any booking under PTN credentials shall be for full gross amount (“Full Gross Amount”). The Full Gross Amount is equal to the total amount due to the Supplier, including commissions to be paid to PTN, (and thereafter to Contractor). Sub-Agent shall not conduct business with any supplier to pay net fare, which is the cost of package or accommodation less commission (“Net Fare”). Net Fare arrangements are expressly prohibited under this Agreement. Commissions shall be based on Full Gross Amount and shall be, at minimum, ten percent (10%) of the total commissionable booking. Sub-Agent shall first receive written approval from PTN prior to booking with any Supplier offering less than ten percent (10%) commission for any booking. Any Sub-Agent making bookings for less than Full Gross Amount using PTN’s credentials will be subject to termination under this Agreement. Further, PTN may act under this Agreement for breach.
L. Annual Sales and Commissions Minimums. At the end of every term, Sub-Agent’s gross sales and earned commissions (through Contractor) will be calculated by PTN. Sub-Agent must maintain a minimum of $50,000 in gross sales and $5,000 in earned commissions per term (or annual year if joining PTN mid-term) or may be subject to termination as set forth in Section 10 under “Termination for Cause.”
M. Errors & Omissions Insurance. Sub-Agent shall be listed as an additional insured under Contractor’s Errors and Omissions Insurance (E&O Insurance) with a minimum of one million dollars ($1M) in coverage. Sub-Agent may obtain additional coverage independent of Contractor. Contractor shall provide proof of an active policy with Sub-Agent listed as an Additional Insured to PTN at the inception of the policy, and within 48 hours upon written request from PTN. PTN shall be, at all times, listed as an Additional Insured on Sub-Agent’s E&O policy, should it decide to obtain one. Sub-Agent is responsible for paying any annual, quarterly, or monthly dues owed to maintain the E&O policy, in addition to any deductible/s should any claim/s be made.
Additional Insured Policy Information:
PTN Travel
4261 E. University Dr. #30-505
Prosper, TX 75078
N. Sub-Agent Communication. Sub-Agent shall communicate any and all grievances, questions concerning this Agreement, payments, commissions, adding suppliers, changing suppliers, or any other business-related concerns or questions to Contractor. Contractor shall communicate by submitting a ticket in the PTN Travel portal, via email to: support@ptntravel.com, or by scheduling a call and/or speaking with a representative of PTN Travel on behalf of Sub-Agent. Sub-Agent shall at no time communicate any of the items listed above via social media, group chats, group boards, or any other method.
O. Sub-Agent’s Use of PTN Suppliers. In an effort to maintain the PTN Travel brand and identity, and for the benefit of PTN contractors, we maintain a list of preferred suppliers, in addition to the Virtuoso suppliers (collectively, “Preferred Suppliers”). It is recommended that Sub-Agent only utilize PTN Preferred Suppliers for all bookings. If a certain supplier is not listed, Contractor shall contact PTN at support@ptntravel.com to discuss additional suppliers and access to additional suppliers that may not be listed on the Preferred Suppliers list. PTN Travel reserves the right to deduct a thirty-dollar ($30) fee for each non-preferred supplier booking made by Sub-Agent. If the full commission falls below thirty dollars ($30), PTN Travel will retain the full commission in lieu of the full fee.
P. Ability to Hire Assistants. Sub-Agent retains the right to employ whatever assistants it may require at Sub-Agent’s expense in order to accomplish the goal of travel sales on behalf of Sub-Agent. These assistants may not, however, negotiate with travel suppliers on behalf of PTN unless they are also contracted with PTN. Assistants are also not permitted to utilize PTN tools, education information, or features to book or sell for their own benefit instead of on behalf of Contractor. Assistants shall not have access to PTN’s confidential or proprietary information or educational access. If employees are hired, Sub-Agent shall be responsible for any government required taxes regarding employees and any additional insurance required by federal, state, county, and local laws, and regulations.
Q. Ownership of Social Media Contacts and Accounts. Any social media contacts, including "followers" or "friends" that are acquired through Sub-Agent’s accounts (including, but not limited to email addresses, blogs, Instagram, Tik Tok, Facebook, YouTube, or other social media networks), used or created by Sub-Agent shall be considered Sub-Agent and/or Contractor’s property. PTN has no right or ownership interest to said accounts unless Sub-Agent utilizes PTN’s name, likeness, or branding in the account name, title, description or email address for the social media account, blog, website, or YouTube.
R. Privacy Policy. In consideration of ongoing regulatory changes in the collection, management, and distribution of personal information, paired with PTN’s affiliation with Virtuoso, Sub-Agent shall maintain a Privacy Policy. Such Privacy Policy shall be clear and conspicuous and shall be accessible and/or provided to every potential or current client. The Privacy Policy shall, at a minimum, provide express consent for Sub-Agent, PTN, and Virtuoso to share personal information about the client to PTN, Virtuoso, Rallio, itinerary management software, Seller of Travel states, and any third-parties necessary to (i) meet the requirements stated under this Agreement, or (ii) fulfill a travel booking service or request from a client or potential client, or (iii) market offers, promotions, or services to a potential client or client, or (iv) fulfill a legal obligation, or (v) communicate with a potential client or client. “Personal information” shall include, but is not limited to, full name, e-mail address, phone number, home address, date of birth, credit card numbers, cookie identification numbers, geo-location data, internet protocol address and membership, passport numbers, officially issued identification numbers (driver’s license numbers) and loyalty numbers.
Sub-Agent hereby represents, warrants and undertakes to ensure that all necessary notices have been provided, and all required consents are obtained from Sub-Agent’s clients or potential clients to enable Sub-Agent to transfer personal information to PTN, Virtuoso, and any third-party provider PTN utilizes or relies on to fulfill the obligations under this Agreement, or within its standard business practices. Sub-Agent is obligated to understand the applicable privacy policies and regulations within their jurisdiction and to adhere to all legal and regulatory requirements. PTN shall have no liability to Sub-Agent, Sub-Agent’s clients, and Sub-Agent’s potential clients for any causes of action resulting from alleged privacy rights violations.
- COMPENSATION
A. Payment. PTN shall have no obligation to pay commissions or any form of compensation to Sub-Agent. Sub-Agent shall receive all commissions and compensation directly from Contractor pursuant to a separate agreement with Contractor of which PTN is not privy. PTN shall have no liability for any commission payments received or not received by Contractor for Sub-Agent’s benefit. If Contractor fails to pay or correctly pay Sub-Agent for any commission split owed, Sub-Agent shall have no recourse against PTN for any reason whatsoever.
B. Planning Fees. Sub-Agent is able and entitled to collect 100% of any charged planning fees for planning services provided to its clients, subject to any agreement with Contractor. Sub-Agent and Contractor have full discretion in determining the appropriate planning fee for any booking and/or client. However, Sub-Agent shall not input any planning fees into the commission tracking software and should collect said planning fee outside of PTN unless the client resides in a Seller of Travel state (California, Washington, and Florida). If Sub-Agent does not maintain its own independent Seller of Travel license(s), Sub-Agent must receive their planning fee payment through PTN for California, Washington, and Florida. Any planning fees collected from clients in any of these states will be subject to Contractor’s commission split with PTN, subject to processing fees and paid to Contractor (not Sub-Agent). If Sub-Agent would prefer to maintain their 100% planning fee for clients located in California, Washington or Florida, Sub-Agent would need to obtain and maintain a Seller of Travel license independently and provide proof thereof to PTN prior to receiving any planning fee from any client directly and prior to booking any client who resides in California, Washington and Florida. Since PTN does not maintain a Seller of Travel license for the state of Hawaii, Sub-Agent shall not sell travel to residents of Hawaii.
C. Commission Reporting. PTN utilizes a commission tracking software for its commission reporting and processing. Sub-Agent will have access to view its commission reporting at any time through its individual login, so long as Sub-Agent correctly enters all bookings into the commission tracking software correctly. Any unclaimed commissions resulting from Sub-Agent’s failure to input any bookings will be held for 90 days past the date of receipt of payment from the supplier, or the last date of client’s travel, whichever comes last, before being waived by Sub-Agent. After 90 days or the last date of client’s travel, Sub-Agent waives its right to claim, dispute, or receive payment for said commission(s).
- FREE AND REDUCED RATE TRAVEL
Sub-Agent shall have the opportunity to request free travel benefits (“Travel Benefits”) through PTN. PTN has no obligation to provide additional Travel Benefits to any Sub-Agent. However, Sub-Agent may submit a request to utilize Travel Benefits at any time, subject to Supplier requirements and restrictions. It is understood that the availability of free travel changes from time to time. If a limited number of authorizations are available to PTN, PTN reserves the right to withhold such authorizations for PTN’s needs.
PTN has a continued interest in maintaining the reputation of its brand. As such, while on any familiarization trip (“FAM trip”), or while at a destination on a reduced travel agent rate, Sub-Agent shall, at all times, function as a professional and agree to PTN’s Code of Conduct prior to booking any travel arrangements for a FAM trip or a reduced travel agent rate through PTN’s credentials.
All Personal Travel bookings for Sub-Agent will be subject to the commission split agreed upon with Contractor. PTN has no obligation to pay Sub-Agent commissions for any bookings, including personal travel.
- EACH PARTY’S LEGAL STATUS
A. Standards and Licenses. In order to avoid jeopardizing PTN’s reputation and travel supplier arrangements, Sub-Agent shall: (a) adhere to all laws and ethical standards applicable to travel agencies and shall operate its business in a manner consistent with general accepted procedures in the industry; (b) have one or more personnel who meet the minimum annual commissionable sales requirements needed to obtain and maintain a travel contractor card issued by IATA or CLIA; (c) obtain and maintain all local and state licenses required of businesses in general and (if applicable) travel agencies in particular, such as Seller of Travel registrations; and (d) obtain and maintain liability insurance and errors and omissions insurance, if available in the market.
B. Taxes. PTN shall not withhold or pay federal, state, or local income tax or payroll tax of any kind on behalf of Sub-Agent or employees of Sub-Agent and any Sub-Agents of Sub-Agent. Sub-Agent shall not be treated as an employee concerning the services performed hereunder for federal, state, or local tax purposes. PTN shall make no payments to Sub-Agent for any purpose. Each party shall be responsible for the payment of all taxes arising out of its performance of duties under this Agreement and any agreement with Contractor including, without limitation, federal, state, and local income taxes. Each party agrees to comply with any state employment and workers’ compensation laws applicable to its employees. Each party’s obligations under this paragraph shall survive termination of this Agreement.
C. Benefits. As a self-employed individual, or separate entity, Sub-Agent shall not receive or earn any vacation, sick or PTO pay from PTN, and is not covered under the medical, dental, or vision plans. Sub-Agent is also not covered by any workers’ compensation or other insurance. Sub-Agent is responsible for maintaining its own health insurance and E&O insurance at Sub-Agent’s sole cost. Sub-Agent is therefore not entitled to any benefits from PTN, except for the benefits described in this Agreement.
D. Place and Time of Work. Neither party shall be required to maintain set hours, work any set number of hours in any week, and/or spend time at any particular business location.
E. Service for Others. Each party is free to seek out business opportunities, advertise, maintain a visible business location, and be available to work in the relevant market.
F. Education & Mentorship. Sub-Agent will not be expected to receive any PTN education and mentorship and will be expected to perform under this Agreement based on Sub-Agent’s own methods and skills. All trade seminars or FAM trips that Sub-Agent attends shall be at their own expense.
- PTN SUB-AGENT MATCH PROGRAM
PTN offers a sub-agent and contractor match program whereby contractors can utilize PTN to scout, interview, and provide contractors with sub-agents (“Sub-Agent Match Program”). Likewise, sub-agents can apply to become sub-agents under Contractors contracted with PTN. PTN shall only facilitate the placement of sub-agent with contractors but shall have no further liability or obligation to either sub-agent or contractor for any placement.
- TERMINATION
A. Termination for Convenience. PTN or Sub-Agent may terminate this Agreement upon thirty (30) days’ written notice to the other Party. If Sub-Agent wishes to maintain its business under PTN, but under a different contractor, Sub-Agent may elect to be placed with another contractor via the Sub-Agent Match Program, if eligible to do so under contractor’s agreement with Sub-Agent. Sub-Agent’s placement with a new contractor will be subject to the new contractor’s acceptance of Sub-Agent and the new contractor’s agreement terms.
B. Termination for Cause. Either party may terminate this Agreement immediately and without notice for any breach of this Agreement. In addition, PTN may terminate this Agreement immediately, and without notice following Sub-Agent’s disloyal, dishonest, or illegal act(s), if Sub-Agent violates any Seller of Travel laws, if Sub-Agent having received a commission directly from a third-party supplier fails to make a payment due to PTN within fourteen (14) days, if Sub-Agent’s payment card on file declines and Sub-Agent does not respond within five (5) days to rectify the payment issue, if Sub-Agent misuses the PTN trade name licensed in this Agreement, if Sub-Agent makes representations or attempts to bind PTN contractually in violation of this Agreement, if Sub-Agent acts in a manner which interferes with PTN’s business activities, including but not limited to making disparaging comments in a professional or public setting, if Sub-Agent files for bankruptcy, is deemed physically or mentally incapacitated, or is deceased, and if Sub-Agent’s activities violate a non-compete or confidentiality agreement with Sub-Agent’s prior employer or other party.
C. Effects of Termination. After termination of this Agreement, Sub-Agent shall cease and desist from using PTN’s name, credentials (without limitation, PTN’s IATA or CLIA numbers), logo or other items referencing PTN on their websites, social media, emails, advertisements, and other materials.
1. Effects of Termination for Cause on Servicing & Commissions. If this Agreement terminates for cause, then no further payment of any commissions will be made to Contractor on behalf of Sub-Agent after the date of termination.
2. Effects of Termination for Convenience. If this Agreement terminates for convenience, Contractor shall receive all commissions for Sub-Agent’s booking where client’s travel has commenced or is completed, and the commission is paid from the Supplier. For all other Sub-Agent active bookings that have yet to commence travel, Sub-Agent shall have the option to:
a. Continue to service existing bookings booked under PTN’s credentials through the final travel booked. If Sub-Agent elects to maintain and service their bookings following termination, Sub-Agent shall continue to make all monthly Service Fee payments to PTN up and until its final booking has completed travel. For all bookings serviced by Sub-Agent post termination, Contractor shall receive a commission split at the percentage the Contractor received on the date of termination for Sub-Agent’s remaining bookings, so long as Sub-Agent maintains its monthly Service Fee payments to PTN as set forth in Section 3(B). OR
b. Sub-Agent may opt to release all bookings to PTN or Contractor. Should Sub-Agent elect this option, Sub-Agent shall not service the booking(s). PTN and/or Contractor shall have exclusive control and discretion in servicing or transferring the booking(s) to another contractor of its choice. Sub-Agent shall not receive any payments or commissions from PTN for any released booking(s).
Termination may affect Sub-Agent’s right to commissions from Contractor. PTN shall have no liability resulting from any loss in commissions to Sub-Agent resulting from termination. All commission agreements and payments to Sub-Agent shall be between Contractor and Sub-Agent.
- RESTRICTIONS
A. Confidential Information. Sub-Agent may have had access to proprietary, private, and/or otherwise confidential information ("Confidential Information") of PTN. Confidential Information shall mean all non-public information which constitutes, relates, or refers to the operation of the business of PTN, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of PTN, and any and all trade secrets, customer lists, or pricing information of PTN. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. Sub-Agent will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Sub-Agent, or divulge, disclose, or communicate in any manner any Confidential Information. Sub-Agent will protect such information and treat the Confidential Information as strictly confidential.
Sub-Agent understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning PTN and/or its affiliates, to keep 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 affecting or relating to the business of PTN and/or its agents or 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, compensation (including, without limitation, bonuses, incentives and commissions) 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 PTN and its affiliates may deem confidential. Sub-Agent 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 PTN and/or its affiliates and suppliers. Any such breach will result in immediate termination and forfeiture of unpaid commissions.
The Confidentiality provision shall continue to be effective after the termination of this Agreement for a period of five (5) years. Upon termination of this Agreement, the Sub-Agent will return to the PTN all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Sub-Agent during the term of this Agreement that contain confidential information. Sub-Agent will not solicit, disclose, or access any Confidential Information from PTN or any of its employees, contractors or third parties except as may be authorized by PTN in writing. In addition, Sub-Agent agrees that it will use such Confidential Information only in the furtherance of this Agreement and will return such Confidential Information upon request to the disclosing party.
This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
B. Non-Solicitation. It is agreed that PTN shall not solicit or transact business with Sub-Agent’s active clients except as provided herein. Sub-Agent agrees not to solicit or transact business with any of PTN’s active clients (which clients may include other PTN Contractor’s clients). If there should be any client conflict of interest issues, they must be addressed to PTN immediately upon recognition of the conflict. In the event Sub-Agent is terminated for cause, Sub-Agent’s clients serviced by Sub-Agent and that are booked, but have yet to travel, will become Contractor’s clients, unless Contractor is terminated for cause. Furthermore, if Sub-Agent terminates for convenience and opts not to service the client booking, Contractor shall be responsible to service the client booking.
During and pursuant to the terms of this Agreement, and for the period of twelve (12) months following the termination of this Agreement (whether with or without cause), both PTN and Sub-Agent agree not to solicit or transact business with any of the other PTN Contractor’s or PTN’s clients, respectively. For the period of twenty-four (24) months following the termination of this Agreement (whether with or without cause), Sub-Agent agrees not to solicit, offer or in any way or encourage any employee, consultant or Contractor of PTN to leave his or her employment, or terminate the consultancy/agency relationship as the case may be, with PTN.
C. Restrictive Covenants. Sub-Agent hereby represents and warrants that he/she is not aware of any obligations, legal or otherwise, that are inconsistent with the terms of this Agreement. Sub-Agent hereby represents and warrants that it shall not disclose to PTN, its owner/s, agents, contractors, clients, and/or customers any proprietary information or trade secrets of others in the industry.
D. Non-Disparagement. The parties agree that they shall not at any time engage in any form of conduct, or make any statements or representations, whether in writing or orally, that disparage or otherwise impair the reputation, goodwill, or commercial interests of the other party. Notwithstanding the foregoing, nothing in this paragraph will prevent any person from making any truthful statement to the extent (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order such person to disclose or make accessible such information. Each of the parties agrees to notify the other of any statement that is required to be made as provided in the preceding sentence. Such notice will be given as much in advance of the making of such statement as is reasonably possible.
- VIRTUOSO ACCESS
PTN is a member in good standing with Virtuoso, Ltd., and by virtue of such membership PTN receives access to certain negotiated rates for the sale of luxury products and services. Virtuoso provides unique and exclusive sales, marketing, and advertising services to Virtuoso Member Agencies. Participation in Virtuoso related sales, marketing, and advertising is at the sole discretion of Sub-Agent, and may require additional cost, which is the sole obligation of Sub-Agent. Virtuoso has set certain standards and terms of membership and business conduct between Member Agencies and Virtuoso, which Contactor is required to adhere to if Sub-Agent chooses to benefit from Virtuoso access and programs.
A. Virtuoso Policy. Sub-Agents who choose to access Virtuoso, conduct all Virtuoso volume through one (1) Virtuoso Member Agency only and book all Virtuoso preferred supplier products through the Virtuoso Member Agency designated to accept all of Contactor’s Virtuoso volume, Sub-Agent agrees and hereby designates PTN as its Virtuoso Agency, and not any other entity. Sub-Agent further agrees not to have a Virtuoso login through more than one (1) Virtuoso Member Agency.
B. Virtuoso Membership Standards. Virtuoso has established set Membership standards that must be adhered to. Sub-Agent agrees to abide by all of the applicable Virtuoso Membership Standards, including but not limited to the Membership Standards which prohibit Sub-Agent from improperly soliciting clients, employees, or other customers of another Virtuoso Member Agency on behalf of Sub-Agent or PTN.
C. Virtuoso Bookings. Sub-Agent agrees that each booking made by Sub-Agent through the Virtuoso Member Agency credentials which originates with PTN shall remain with PTN, regardless of whether or not the travel has been deposited, partially paid, fully paid, or travel commenced, unless all parties (including Virtuoso Member Agencies, PTN, and Sub-Agent) agree that the booking be transferred, subject only to the transferability by the supplier. Commission payments due shall be paid directly to PTN and remain subject to the terms of this Agreement.
D. Virtuoso Marketing. Virtuoso marketing materials for you and your clients are offered through Virtuoso. PTN encourages the use of Virtuoso for marketing to clients or potential clients. To enroll a client or potential client in Virtuoso marketing, Sub-Agent must maintain a Privacy Policy, and Sub-Agent must obtain express consent from the client or potential client to share their personal information with PTN and Virtuoso for marketing purposes. Any physical marketing materials sent by Virtuoso may be subject to a publication and mailing fee of five dollars ($5) per mailing owed to PTN. PTN has the right to invoice Sub-Agent or charge Sub-Agent’s card on file with PTN for any Virtuoso marketing mailing.
E. Sub-Agent Violations. If Sub-Agent violates Virtuoso Business Practice Guidelines and Standards, Sub-Agent shall be barred access to Virtuoso, as determined by Virtuoso, provided amenities related to client will not be impacted for travel already under deposit. Sub-Agent shall have no recourse against PTN and PTN shall have no responsibility or liability for any of Sub-Agent’s losses resulting from Virtuoso’s decisions in this matter, as they are at the sole discretion of Virtuoso.
- MISCELLANEOUS
A. Entire Agreement. This Agreement contains the entire agreement by and between the Parties relative to the business arrangement provided for herein. No amendment, waiver, or discharge of any provision of this Agreement shall be effective against any Party unless the parties agree in writing.
B. Compensation. Sub-Agent shall not be entitled to any payments from PTN for any work performed. All commissions or payments earned by Sub-Agent shall be paid by Contractor pursuant to a separate Agreement between Contractor and Sub-Agent, for which PTN is not privy. Sub-Agent shall not raise any claim for additional compensation not specifically set forth in this Agreement, including by way of illustration but not by way of limitation, implied authority, oral modification or agreement, estoppel, quantum meruit, or trade practice or custom.
C. Binding on Heirs and Successors in Interest. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns.
D. Modifications. PTN reserves the right to modify the terms or this Agreement for any successive term, or immediately during any term to meet any statutory or regulatory requirements enacted or required to book travel. PTN further reserves the right to modify this Agreement as necessary to implement better business solutions, technologies, or experiences for its affiliated contractors, and clients. With the exception of minor changes, upon its intent to modify, PTN shall provide a thirty (30) day written notice to Sub-Agent. Sub-Agent may terminate this Agreement during any term (upon appropriate termination terms as set forth in Section 10) with no refund for any fees incurred or received by PTN. If this Agreement is terminated for any reason during a paid term, there will be no refund due to Sub-Agent by PTN.
E. Waiver of Breach. No failure or delay in exercising any rights or remedies according to this Agreement shall constitute a waiver of any other right or remedy pursuant hereto. Resort to one form of remedy shall not constitute a waiver of other available remedies.
F. Execution in Part. This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute this Agreement’s original. All of which, when taken together, shall constitute one and the same instrument. The parties hereto intend that facsimile or electronic copies of this Agreement’s fully executed counterparts shall be binding and enforceable.
G. Severability. A ruling by any court that one or more of the provisions in this Agreement is invalid, illegal, or unenforceable shall not affect any other provision of this Agreement. Thereafter, this Agreement shall be construed as if the invalid, illegal or unenforceable provision had never been included.
H. Prevailing Party & Fees. If a suit is brought to enforce any of the provisions of this Agreement, then the other party shall pay the prevailing party all of the prevailing party’s costs and expenses of prosecuting and defending the suit, including, without limitation, the reasonable attorneys’ fees, court costs, and expenses of the prevailing party.
I. Applicable Law. This Agreement shall be construed in accordance with, and this Agreement and all matters arising out of this Agreement and the transactions contemplated hereby (whether in contract, tort, or otherwise) shall be governed by the law of the State of Texas. With respect to any suit, action, or proceedings related to this Agreement (“Proceedings”), each party irrevocably (i) agrees that this Agreement shall be performable in Texas; and (ii) submits to the non-exclusive jurisdiction of the federal or state or county courts in Texas; and (ii) waives any objection which it may have at any time to the laying of the venue of any proceedings brought in any court, waives any claim that such proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such proceedings, that such court does not have any jurisdiction.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date signed below.
Sub-Agent's Full Name:
Sub-Agent's Mailing Address:
Contractor's Full Name:
Contractor's Legal Entity:
Date Signed:
Pickles Vacations, LLC
DBA PTN Travel
Stephanie Pickles
4261 E. University Dr. #30-505
Prosper, TX 75078
info@ptntravel.com
