Amaresh Kumar Tiwary january-2018-to-2019 Contract

BEYOND LIMITS Cooperation Agreement

By and Between

A.On the One Hand

Delta Quadrant Inc.,a company established and operating in Delaware, USA, the sole legal owner of the Brand Name “BEYOND LIMITS”, duly represented for the purposes hereof by Savvas Kazantzidis, (hereinafter, the “Moderator”)

And

B.on the Other hand,

Each of the 24 members set out in Annex 1, each of them being a “Collective Member” and any two or more of them, the “Members”, all duly represented for the purposes hereof by the persons indicated next to their name,

The Moderator and the Members collectively being referred to as the “Parties”

Whereas

1. Delta Quadrant is in the high-end tourist and hospitality/ incentives travel business, active in Europe, Americas, Asia, Africa and Oceania (“Travel Organizing”).
2. On the basis of its professional activities and best practice developed through such, Delta Quadrant explored the possibility of creating a network of collaborating companies in as many countries as possible, operating under a common brand name and web-site, capitalizing on common experience and making best use of common resources while maintaining full operational and legal independence.
3. As a response, twenty four (24) companies active (as of  March 15, 2019 to March 15, 2020) in the travel organizing business agreed to participate in the creation of such loose network (the “Collective”).
4. In view of the existing interest and participation in the joint effort for the creation of a network as well as with a view to expanding this network to as many like-minded companies as possible. Delta Quadrant developed “Beyond Limits” logo and the https://beyond-limits.events/

Now therefore, and for the purposes hereof, Delta Quadrant and each of the companies wishing to be part of the Collective under the “Beyond Limits” logo and website have agreed to enter into this agreement to regulate as between themselves their respective rights and obligations, which will also apply to any future entrants in the Collective, subject to accession of the terms of this agreement by counter-signing a copy hereof.

1. Scope of Agreement

By entering into this Agreement each of the Members agrees to participate in the Collective first launched and coordinated by the Moderator under Beyond Limits logo (the “Logo”) as further elaborated though the https://beyond-limits.events/ website (the “Website”) on the terms and conditions set out in this Agreement.

2. OBLIGATIONS OF The Moderator

In order to support and maintain the Collective, the Moderator undertakes to:

1. Create, maintain and update a database of contacts that will be pooled by the contacts’ lists contributed to the Collective by each Collective Member (the “Contacts’ Database”).
   • The Contacts’ Database is comprised from all databases of contacts of the Members and it is property of the Moderator.
   • However, each Member’s database of contacts is property of its own and is not to be shared with any other member for the purposes of the Collective.
2. Participate yearly at at ONE World Show (ie  IMEX Frankfurt / ITB Berlin or similar) and optionally with extra cost in IBTM Barcelona or ONE or more Regional Travel Shows: (ie ITCM Shanghai, ITB Singapore, IBTM LATAM).
   • The decision on participating at one or more Regional Travel Shows, or IBTM Barcelona, rests solely on the Moderator and participation may be at extra shared cost of the Collective Members interested.
   • Moderator undertakes the task of constructing and delivering a stand suitable to fit all participating members and with the proper artwork.
   • Moderator is not responsible for any change of pricing or policy of the Travel Show which may make impossible the participation under the current membership package.
3. Organize at least one Roadshow to a country or countries selected by the Moderator. Extra Roadshows may be organized at extra shared cost of the Collective Members interested.
4. Perform organized sales calls minimum 4 times per year at key markets decided by the Moderator.
   • Reports from each market to be given after each Sales Call. .
   • Members might join in the Sales calls if they wish at their own expenses after previous approval by the Moderator.
5. Moderator will send a bi-monthly newsletter/journal/article to all addresses contained in the Contacts’ Database. This  newsletter/journal/article will promote the interests of the Collective and all its members.
6. Moderator will interact in all the social media of its own and those of the members, linking, interacting and co-promoting them in the internet world.
7. Moderator will monitor due performance of all contracting parties’ obligations hereunder and will notify breaches, if any, and propose remedy measures.

3. OBLIGATIONS Of Collective Members

For the term of its participation in the Collective, each Collective Member undertakes as a minimum the following financial and other support obligations vis-à-vis the Moderator and all other Members, namely:

3. 1. Non-financial obligations of the Collective Members

Each Collective Member undertakes towards the other Collective Members and the Moderator, who will be coordinating the Collective and all Collective Members and acting on their behalf, to:

1. Share at least once a year a case study of its most successful event to be uploaded in the Website
2. Share/provide for upload, digital articles/campaigns at least once every four months content related to promoting the destination represented with high quality photos and a small description (140-300 words)
3. Place the Logo of Beyond Limits at an obvious point in all its digital media footprint (ie website, company social profiles) and digital email signatures.
4. Cooperate with the Moderator for the administration of the site Collective (images when needed, logos, and social media share)
5. Participate at least ONCE a year in Virtual Meeting (of the 3 held annually) with the Collective board to discuss strategic issues/Ideas
6. In some countries / Regions a general sales agent (GSA) may be assigned serving at the pleasure only to parties interested. Participation is optional and the fees to the GSA to be paid on top of any other obligation to the Collective.
7. Share his own personal database of contacts to be added to the total database of the Collective.
8. Share all his company social media links and actively engage in co-promoting and engaging with the social media links of the Collective.
9. Contribute actively by sharing new ideas, new types of services, suggesting niche markets to be exploited.
10. Answer (acknowledge) a request for assistance in the region by another Collective Member within 24H and reply with a quotation within 72H if this feasible according to specifics of the request.

3. 2. Financial obligations of the Collective Members

In consideration for the services offered by the Moderator to the Collective and in order to maintain its viability, each Collective Member to undertakes to:

1. Pay the yearly subscription according to Region(s) he/she is representing, currently at the amount of XXXX EUR as is it described to the Attachment 1: Membership Pricing Table
2. Pay a one-off commission of 3% for any new business generated by sales calls made and/or leads generated by such calls or equivalent promotional activity (per lead, once)
3. Pay a one-off commission of 1.5% for business generated through the participation in Travel Shows. (per lead, once)
4. In case of an assigned GSA (General Sales Agent), then the Moderator commission (1%) will be on top of any other commission paid to the GSA and will be communicated and agreed in writing with the Parties.

4. OTHER Terms & Conditions for the participation in the Collective

1. Exclusivity: Each Collective Member shall have exclusive rights for the Region designated next to its name in Annex 1. Any work generated in each Collective’ Members designated Region shall be exclusively first referred to such member (the “Region Exclusive Member”) at penalty of exclusion from the Collective of any breach of such mutual exclusivity obligation of the Collective Members amongst each other. No such penalty will apply if the Region Exclusive Member declined the referral or was otherwise unable to support the referring party on the proposed terms.
2. Each Member’s membership shall be valid for 12 months from issuance of the relevant invoice for payment of the annual contribution, provided the invoice is settled no later than 30 days from issuance.
3. Payment of membership would be in FULL after invoice and within 30 days from issuance.
4. Annual contribution fees are non-refundable
5. Should a Member not comply with the above terms the Moderator has the right to forthwith notify the respective Member of the expiry of its membership, removal from the Website and cease of any further reference and the relevant Member shall be obliged to forthwith cease using the Logo and any reference to the Collective and desist from any similar action in the future
6. Participation is not automatically renewed and it is not guaranteed. Every year it will be evaluated by the Moderator and renewed, as the case may be, by the Moderator. If a Member does not wish to renew such membership, it should inform the Moderator in writing without delay.

5. LIABILITY

1. Liability of each Party is several for its obligations hereunder.
2. Neither Party, the Moderator or a Collective Party shall be liable towards the other Parties or third parties for the performance of each Collective Members under referrals made to other Parties within the Collective. Each Collective Member remains exclusively liable for the performance of services referred to it hereunder.
3. More generally and for the avoidance of any doubt, each Party is liable for the performance of its obligations hereunder, including taxes, commissions, other payments etc. as the case may be.

6. TERM and TERMINATION

Subject to renewal by the Moderator, the terms of this Agreement shall continue to apply and bind the Parties after each annual renewal

If a Party commits a material breach in the performance of any of its obligations under this Agreement, then the performing Party may give the breaching Party written notice of the material breach and the performing Party’s intent to terminate this Agreement if the material breach is not cured within thirty (30) days after the breaching Party’s receipt of such notice.

If the breaching Party fails to cure the breach specified in such notice within thirty (30) days after the receipt of such notice, then the performing Party may terminate this Agreement without further notice.

In case of termination for any reason, paid membership fees shall be non-refundable and any unpaid fees shall be due and payable,

7. MISCELLANEOUS

1. Nothing in this Agreement shall be construed or deemed to create a relationship of employer and employee or principal and agent or a joint venture, or a company or any other form of incorporation between the Moderator and the Members or the Collective members between themselves or otherwise.
2. This agreement is strictly personal to the Parties and non-assignable.
3. The existence of this Agreement, its terms, the Contacts’ Database and any other commercially sensitive information that the Collective and the Collective Members exchange within the framework of the Collective shall remain strictly confidential. In case of doubt, all information derived in the context of this agreement shall be deemed confidential and its use shall be subject to the relevant Party’s approval.
4. Notices made via email to the email address designated in this Agreement shall (with a confirmation of delivery) shall be deemed to have been duly made.
5. Integration: This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes and replaces all oral statements and prior agreements and understandings pertaining thereto.
6. Amendment: This Agreement may be modified or amended only with the written consent of each of the Parties hereto.
7. Legal Construction: In case any one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
8. Waiver: No failure by either Party to insist upon the strict performance of any provision of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or of such provision. No Party shall be deemed to have waived any of its rights under this Agreement except by a writing signed by said Party.
9. Governing Law. Each Party irrevocably agrees that this Agreement shall be governed by, and construed in accordance with the laws of Cyprus.
10. Titles or captions contained in this Agreement are inserted only as a matter of convenience, and for reference only, and in no way limit, define or extend the provisions of this Agreement.
11. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or by electronic transmission in portable document format (PDF) of an executed counterpart of this Agreement is as effective as delivery of an originally executed counterpart of this Agreement.
12. Time of Essence. Time shall be of the essence of each and every term and obligation of this Agreement.
13. This Agreement shall enter into force vis-à-vis the Moderator and each Collective Member as of the date of its signing, as designated in the relevant column of the Execution Page.

 

8. GDPR POLICY AND CONSENT

Beyond LIMITS (“the Moderator”) operates the www.beyond-limits.events website (the “Service”).
This page informs you of our policies regarding the collection, use, and disclosure of personal data when you use our Service and the choices you have associated with that data.
We use your data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this policy. Unless otherwise defined in this Privacy Policy, terms used in this Privacy Policy have the same meanings as in our Terms and Conditions, accessible from www.beyond-limits.events
Definitions
Personal Data
Personal Data means data about a living individual who can be identified from those data (or from those and other information either in our possession or likely to come into our possession).
Usage Data
Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).
Data Controller
Data Controller means a person who (either alone or jointly or in common with other persons) determines the purposes for which and the manner in which any personal data are, or are to be, processed.
For the purpose of this Privacy Policy, we are a Data Controller of your data.
Data Processor (or Service Providers)
Data Processor (or Service Provider) means any person (other than an employee of the Data Controller) who processes the data on behalf of the Data Controller.
We may use the services of various Service Providers in order to process your data more effectively.
Data Subject
Data Subject is any living individual who is the subject of Personal Data.
User
The User is the individual using our Service. The User corresponds to the Data Subject, who is the subject of Personal Data.

Information Collection And Use
We collect several different types of information for various purposes to provide and improve our Service to you.

Types of Data Collected
Personal Data
While using our Service, we may ask you to provide us with certain personally identifiable information that can be used to contact or identify you (“Personal Data”). Personally, identifiable information may include, but is not limited to:

• Email address
• First name and last name
• Address, State, Province, ZIP/Postal code, City
• Mobile (cellular) and fixed line phone
• Cookies and Usage Data

We may use your Personal Data to contact you with newsletters, marketing or promotional materials and other information that may be of interest to you. You may opt out of receiving any, or all, of these communications from us by following the unsubscribe link or instructions provided in any email we send.

Usage Data
We may also collect information how the Service is accessed and used (“Usage Data”). This Usage Data may include information such as your computer’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

Use of Data
Beyond LIMITS uses the collected data for various purposes:

• To provide and maintain our Service
• To notify you about changes to our Service
• To allow you to participate in interactive features of our Service when you choose to do so
• To provide customer support
• To gather analysis or valuable information so that we can improve our Service
• To monitor the usage of our Service
• To detect, prevent and address technical issues
• To provide you with news, special offers and general information about other goods, services and events unless you have opted not to receive such information
• To promote you with newsletters/journals/articles and various types of digital content , internationally sent by email, direct marketing and via social media
• To participate in international Travel shows and exhibitions based upon your consent
• which we offer that are similar to those that you have already purchased or enquired about

Retention of Data
Beyond LIMITS will retain your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.
Beyond LIMITS will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of our Service, or we are legally obligated to retain this data for longer time periods.

Transfer Of Data
Your information, including Personal Data, may be transferred to — and maintained on — computers located outside of your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from your jurisdiction.
If you are located outside Cyprus and choose to provide information to us, please note that we transfer the data, including Personal Data, to Cyprus and process it there.
Your consent to this Privacy Policy followed by your submission of such information represents your agreement to that transfer.
Beyond LIMITS will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Privacy Policy and no transfer of your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of your data and other personal information.

Disclosure Of Data

Legal Requirements
Beyond LIMITS may disclose your Personal Data in the good faith belief that such action is necessary to:

• To comply with a legal obligation
• To protect and defend the rights or property of Beyond LIMITS
• To prevent or investigate possible wrongdoing in connection with the Service
• To protect the personal safety of users of the Service or the public
• To protect against legal liability

Security Of Data
The security of your data is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Data, we cannot guarantee its absolute security.

“Do Not Track” Signals
We do not support Do Not Track (“DNT”). Do Not Track is a preference you can set in your web browser to inform websites that you do not want to be tracked.
You can enable or disable Do Not Track by visiting the Preferences or Settings page of your web browser.

Your Rights
Beyond LIMITS aims to take reasonable steps to allow you to correct, amend, delete, or limit the use of your Personal Data.
Whenever made possible, you can update your Personal Data directly within your account settings section. If you are unable to change your Personal Data, please contact us to make the required changes.

If you wish to be informed what Personal Data we hold about you and if you want it to be removed from our systems, please contact us.
In certain circumstances, you have the right:

• To access and receive a copy of the Personal Data we hold about you
• To rectify any Personal Data held about you that is inaccurate
• To request the deletion of Personal Data held about you

You have the right to data portability for the information you provide to Beyond LIMITS. You can request to obtain a copy of your Personal Data in a commonly used electronic format so that you can manage and move it.
Please note that we may ask you to verify your identity before responding to such requests.

Service Providers
We may employ third party companies and individuals to facilitate our Service (“Service Providers”), to provide the Service on our behalf, to perform Service-related services or to assist us in analyzing how our Service is used.
These third parties have access to your Personal Data only to perform these tasks on our behalf and are obligated not to disclose or use it for any other purpose.

Links To Other Sites
Our Service may contain links to other sites that are not operated by us. If you click on a third party link, you will be directed to that third party’s site. We strongly advise you to review the Privacy Policy of every site you visit.
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.

Children’s Privacy
Our Service does not address anyone under the age of 13 (“Children”).
We do not knowingly collect personally identifiable information from anyone under the age of 13. If you are a parent or guardian and you are aware that your Children has provided us with Personal Data, please contact us. If we become aware that we have collected Personal Data from children without verification of parental consent, we take steps to remove that information from our servers.

Changes To This Privacy Policy
We may update our Privacy Policy from time to time. We will notify you of any changes by posting the new Privacy Policy on BEYOND LIMITS website page.
We will let you know via email and/or a prominent notice on our Service, prior to the change becoming effective and update the “effective date” at the top of this Privacy Policy.

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