TERMS AND CONDITIONS
TOTALTRIP.COM Services Agreement
TotalTrip offers here the contracting and booking management services for travel agencies for certain tourist services with destinations to the customers of such travel agencies (the services that are contracted and/or booked, the "Service") that are set forth below in these terms and conditions (the "Terms and Conditions"). TotalTrip does not directly or indirectly provide the provision of the Service, being only obliged to manage and reserve on behalf of third parties.
The applicant or contractor of the Services offered on www.TotalTrip.com and/or pages or sites belonging to the www.TotalTrip.com domain (the "TotalTrip Sites") is subject to these TotalTrip Sites Terms and Conditions.
The Terms and Conditions govern not only with respect to the use of the TotalTrip Sites, but also with respect to the Services contracted herein. Accordingly, these Terms and Conditions bind, as applicable, to both the user of the TotalTrip Sites and the user of the Services, and their agents, representatives, intermediaries, agents, and/or managers (all together, the "Customer").
If you use the TotalTrip Sites, or pretend to contract or request the Services through them, we ask you to read carefully and understand these Terms and Conditions.
Intermediaries, agents, agents, managers, and in general all those who make use of the TotalTrip Sites and/or request and/or contract the Services on them offered on behalf, on behalf, or on the behalf of users of the Services and/or third parties in general, declare and warrant to NETACTICA COLOMBIA S.A.S through its WHOLESALE establishment NETVIAJES (hereinafter, "TotalTrip") that (i) they have sufficient power to read, understand and accept these Terms and Conditions in your name; or failing that (ii) will cause its constituents, represented and/or managed to read, understand and accept these Terms and Conditions.
The subjects referred to in the preceding paragraph shall hold TotalTrip harmless from any liability, damage and/or harm arising from the failure of its representatives, constituents and/or managed to disrespect these Terms and Conditions.
These Terms and Conditions may be modified by TotalTrip unilaterally and without prior notice to users, so each time you enter the TotalTrip Sites you will be agreeing to the then current Terms and Conditions.
Under this agreement, the payment processing services of goods and / or services purchased on this website are provided by PLACE TO PAY on behalf of NETACTICA COLOMBIA S.A.S , and the goods and / or services will be delivered by NETVIAJES directly.
The Customer acknowledges and accepts that the TotalTrip provider is the provider to the customer and TotalTrip is the intermediary acting to contract these services.
1. RIGHT OF OWNERSHIP. The TotalTrip Sites, as well as the organization and compilation of their content, are the intellectual property of TotalTrip and/or its various suppliers, distributors and/or third parties. The trademarks, logos and service marks displayed on the TotalTrip Sites (collectively referred to as the "Trademarks") are registered trademarks of TotalTrip, its affiliates, and its various third party providers. Nothing contained on the TotalTrip Sites attempts or is intended to be deemed to be in any way warrantable by the existence of a license or right to use any of the Trademarks without the written permission of TotalTrip, or that third party that may own the Trademarks.
2. USE OF THE SITE. TotalTrip grants Customer a limited, non-transferable license to use the TotalTrip Sites in accordance with these Terms and Conditions. You may also use the TotalTrip Sites to make legitimate reservations or purchases and may not make use of the TotalTrip Sites for any other purpose, including without limitation, speculative, false or fraudulent use. The TotalTrip Sites and their content, including text, graphics, icons, audio and video clips, digital downloads, data and software compilation, and subprograms, may not be copied, reproduced, republished, uploaded, displayed, transmitted or distributed without the prior written consent of TotalTrip and/or its various suppliers, distributors and/or third parties. The customer may only download, display and print the material presented on the TotalTrip Sites when it does so for the sole purpose of using it for Customer's non-commercial use. You may not use any "robotic" device, "spider" or any other automatic device, or program, algorithm or methodology that has a similar process or functionality, or any manual process, to monitor or copy all or part of the TotalTrip Sites, without First Having TotalTrip's written permission. You consent not to transmit or transfer in any way any part of the TotalTrip Sites to any computer, server, website, or other means of distribution used for commercial use. You agree that you will not use any device, software or routine to interfere with or attempt to interfere with the TotalTrip Sites' own work. Customer agrees not to take any action that imposes burdens or weights on our infrastructure and that TotalTrip will judge it own discretion whether they are unreasonable or disproportionate in accordance with the benefits TotalTrip derives from Customer's use of the TotalTrip Sites. Unauthorized use of the TotalTrip Sites and/or the materials contained therein may violate copyright, intellectual property and copyright laws, or other applicable laws. Customer shall read and understand all copyright and trademark notices, including any other proprietary notice contained in this material, and Customer may not alter, disguise or delete any such notices. The use of such materials on any other website or in any networked computer environment is prohibited. It is forbidden for the customer to display or transmit any material that is outside the law, threatening, defamatory, libelous, obscene, indecent, inciting, pornographic or irreverent or any material that may constitute or encourage conduct that may be considered crimes or contraventions, result in civil liability, or that in any way violates any law. In addition, Customer is prohibited from displaying or transmitting any information that (a) infringes the rights of others or violates his or her privacy or publicity rights, (b) is protected by copyright, trademark or other proprietary rights, unless there is the express written authorization of the owner of such rights, (c) contains a virus, imperfection or other harmful item, or (d) that is used for anti-competitive practices. You are solely responsible for any damages resulting from any violation of intellectual property rights, commercial rights or other proprietary rights or any other rights or any damage caused by Customer's use of the TotalTrip Sites. The TotalTrip Sites may only be operated on behalf of the Customer and may only be used for the purposes set out in this Clause 2 of the Terms and Conditions. In addition, Customer agrees (i) to comply with the standards and requirements for the marketing of Internet Trademarks established by TotalTrip, and (ii) to use a user and/or password assigned by the system for all activities performed through the TotalTrip Sites.
3. CAPACITY AND LIABILITY. If you use the TotalTrip Sites, You are responsible for maintaining the confidentiality of Customer's account information and password. The Customer accepts responsibility for all activities that occur under the use of the Customer's account or password. You represent and warrant that you are of sufficient legal age and capacity to use the TotalTrip Sites, use the Services, and/or acquire rights and undertake obligations as a result of your use of the TotalTrip Sites and/or the Services. You understand that you are financially responsible for all your use of the TotalTrip Sites by the same Customer.
Customer agrees that TotalTrip may transfer personal data belonging to the Customer and other persons on behalf of whom the Customer is making a reservation to its suppliers and/or its affiliated companies in order to facilitate the booking and provide after-sales support (if any) of those products.
5. REQUESTS AND PAYMENTS. a) The estimated price of the Service is not set by TotalTrip but by the person providing such tourist services; so this price is subject to change, without prior notice, when there is an alteration in the Service and/or modifications in the costs and/or exchange rate of the services that make up the Service. Confirmation of the Service and the respective price will occur with the issuance of tickets or service orders ("Vouchers"), your invoicing and confirmation of payment thereof. d) All payments must be made at the time of booking, by corporate credit card pre-written on our website, and will be processed electronically by TotalTrip. In the event of the possibility of fraud associated with the use of TotalTrip, TotalTrip reserves the right to cancel reservations without prior notice and to prohibit subsequent use of the site. (e) In case of late payment of the agreed price (which will be automatic), TotalTrip may, after five days of arrears without being remaster, between: (i) canceling the Service without any reservation and without the right of the Customer to refund any refund; (ii) charge the Delinquent Client interest at the maximum rate allowed by the Colombian Financial Superintendence. Balances due calculated from the date of arrears to that of your cash payment. (f) Credit transactions shall satisfy the terms and conditions set for them.
6. THE SERVICE INCLUDES: The management of contracting and booking (but not the direct and / or indirect provision) of all tourist services that are expressly included at the time of generating the reservation of the Service. These include (a) transport as specified in each case; b) accommodation in the inn hotels, lodges, etc. indicated in the Vouchers and occupying the type of rooms (single, double, triple, with or without bathroom, etc.) according to the rate chosen and / or with or without taxes; (c) meal plan, excursions, various activities, transfers to and from airports, terminals and hotels, as indicated on the Voucher; d) as regards the days of accommodation contracted it should be noted that the day of hotel accommodation is counted from the check-in (entry) time and ends at the check-out time established by each property, regardless of the arrival and departure time. The rooms may be occupied, from check in, if the Customer has to arrive at different time from that established by the hotel for the entrance, must communicate it in advance in order that the contracted Service remains active and confirmed, not being responsible TotalTrip for any inconvenience or non-show that an uncommunicated delay could cause, until the time of the corresponding check out, after this limit the Customer must pay what the hotel considers; (e) The duration of the Service will be indicated in each case taking as the first day of departure from the place of origin and as last, the day of departure of the destination. THE SERVICE DOES NOT INCLUDE the direct and/or indirect provision by TotalTrip of the services included in the reservation of the Service; TotalTrip is only required to manage its hiring and/or booking; providing them by third parties outside TotalTrip. It also does not include the following services or items: a) Extras, beverages, personal expenses (including washing, ironing of clothes, communications, gratuities, etc.), visas, boarding or airport fees, service fees, VAT and other taxes and/or any service or expense not expressly indicated on the Voucher; (b) Expenses for the extension of the Service and/or other services at the voluntary desire of Customers as well as stays, meals and/or additional expenses and/or damages caused by cancellations, delays in departures or arrivals of the means of transport or for unforeseen reasons outside Of TotalTrip and/or arising from causes of force majeure or beyond TotalTrip's control; c) Expenses and interest incurred for payments made with credit cards.
7. DOCUMENTATION: The documentation and visa necessary to travel are strictly personal in nature, being, therefore, the sole responsibility of the Client to have the documents, passports and visas in perfect condition and validity. TotalTrip will not be liable for inconveniences suffered by Customers who lack such condition. In the event that any Customer is unable to travel, he/she will lose the total of the services contracted, without the right to any claim; the same if the authorities of any country refuse to allow the Customer's entry. The Customer shall be informed at the relevant Consulate of the current requirements required by the immigration, customs and health authorities of the country to which they are scheduled to travel.
8. CANCELLATIONS: The customer agrees that the reservation of the accommodation is subject to the cancellation conditions set out on the booking page.
The following policies will be in effect in relation to cancellations: a) In case of withdrawals affecting services signed by TotalTrip, the corresponding refund will be subject to the contractual conditions under which the respective suppliers and third parties (hotels, transports, etc.) of TotalTrip present their services; b) In all cases of withdrawals, TotalTrip may withhold from the total amount paid, all expenses incurred in the contracting of the Service and/or the Services up to a total amount of 100% of the amount paid for the Service or Services contracted, depending on this retention of the amount of days prior to the start of the enjoyment of the reservation and/or Services contracted and the particular terms and conditions of the direct provider of the contracted tourist provision; d) Once the use of the Package has started, no refund will be made for total or partial cancellation of the package.
9. CESION AND TRANSFER: This contract may not be transferred or transferred to other persons.
10. DATE CHANGE: The postponement or advancement of the dates stipulated in the Service in each case, may be made only once and in accordance with the modalities, terms and conditions and availability of the different service providers that make up the reservation, all expenses incurred in the change of the Service, plus a price of 10% of the total value of the Service as a penalty, if applicable. TotalTrip disclaims all liability in the event that it cannot satisfy the changes requested by the Customer, applying the provisions of Clause 8 ("CANCELLATIONS").
11. CLAIMS - REFUNDS: a) Claims must be filed within 15 days of the end of the trip, with the respective receipts. After this term no claim will be met. In no case will TotalTrip pay any costs and/or charges and/or taxes and/or levies arising from bank or similar transfers used to make any type of refund and/or refund and/or refund. b) In the case of refunds for unused services, TotalTrip shall submit to the providers of these services, within five (5) days of receipt of the claim, the order for confirmation of the amounts requested by the Customer, however the approval of these is at the discretion of the operator. c) In cases where a refund is approved, it will be made within 30 days of approval and the amount approved the Client agrees that all administrative and financial costs and/or expenses that will be incurred when making an international transfer when requesting payment to an account outside Colombia will be deducted. d) Failure to display at the counter with the necessary notice or non-use of the Service due to documentation issues will result in the cancellation and loss of the Service in question, without the right to any claim, refund or refund.
TotalTrip will process the request for withdrawal based on the price paid for the Service (hotel, pension, excursions, transport, etc.) according to the mode in which the providers of these services operate. For this clause to be valid, the quality of the transport must be determined in the first document delivered to the Customer. TotalTrip advises you to take out insurance that includes coverage on cancellation fees. If the cancellation is controlled by the insurance policy contracted by the Customer, the Customer must make the relevant claim to the insurance company in question, without any rights against TotalTrip.
12. RESPONSIBILITY: a) TotalTrip expressly declares that it acts as an intermediary in the reservation and hiring of the different services linked and included in the respective reservation, tour, service booking or voucher of hotels, restaurants, means of transport, lifts (ski), etc. b) TotalTrip is not responsible for the events that occur by fortuitous case or force majeure that occur before or during the development of the Service that prevent, delay or in any way hinder the total or partial execution of the contracted services; c) TotalTrip is not responsible for the alterations of schedules, routes and/or stops, postponements and/or cancellations, the amenities, equipment used, etc. of the transportation companies; and d) TotalTrip is not responsible for the deterioration and/or loss and/or theft and/or robbery and/or loss of the luggage and other personal effects of the Clients. It is recommended that the Client takes out travel insurance to cover the above mentioned risks.
TOTALTRIP ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES OR VIRUSES THAT MAY INFECT THE CLIENT'S COMPUTER OR OTHER PROPERTY DUE TO ACCESS OR USE OF THIS SITE OR TO DOWNLOADING ANY MATERIAL, DATA, TEXT, IMAGE, VIDEO OR AUDIO FROM THE SITE. IN NO EVENT SHALL TOTALTRIP OR ANY SUPPLIER OR DISTRIBUTOR OR THIRD PARTY OF TOTALTRIP BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE OR ANY OTHER SPECIAL, EXEMPLARY, CONSEQUENTIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST SAVINGS), WHETHER ARISING OUT OF THIS AGREEMENT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM OR IN ANY WAY CONNECTED WITH (I) ANY USE OF THIS SITE OR ITS CONTENT, (II) ANY FAILURE OR DELAY (INCLUDING, BUT NOT LIMITED TO, THE USE OF, OR THE INABILITY TO USE ANY COMPONENT OF THE SITE FOR RESERVATIONS OR TICKETING), OR (III) THE PERFORMANCE OR NON-PERFORMANCE OF TOTALTRIP OR ANY TOTALTRIP SUPPLIER, DISTRIBUTOR OR OTHER THIRD PARTY, INCLUDING, BUT NOT LIMITED TO, FAILURE TO PERFORM DUE TO BANKRUPTCY, REORGANIZATION, INSOLVENCY, DISSOLUTION OR LIQUIDATION EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES BY SUCH PARTIES OR ANY OTHER THIRD PARTY
If notwithstanding the foregoing, TotalTrip or any of its suppliers, distributors and/or third parties shall be found liable for any loss or damage resulting from or in any way connected with any of the functions described above, or with the uses of the Site or its content, the liability of TotalTrip and its various suppliers, distributors and/or third parties shall in no event exceed, in total, the value actually paid for the reservation of the Service, and without any liability whatsoever, TotalTrip may at any time and without notice terminate access to, or may restrict access to, any component of the Site.
14. ALTERATIONS OR MODIFICATIONS: TotalTrip may justifiably cancel any reservation for the Service, and/or modify the itinerary and/or the schedules or days of departures and/or return of the Service(s) contracted, as well as the hotels and services contracted when any of the following causes happen: a) if necessary for the best performance of the Service(s), if circumstances of Force Majeure or fortuitous event compel it. b) When TotalTrip, in spite of having acted with due foresight, cannot dispose of all the reservations of hotels, transport or other essential services contracted due to causes beyond its control and provided that it´s up to date with its economic obligations with which it would have to provide them; c) When the alteration of rates or currency exchange rates obliges a substantial increase in the price of the trip and this results in the consequent cancellation of the Package and/or service contracted by the Client; d) If we don´t have the minimum number of passenger required to realize the trip, as established in the respective Voucher. The cancellation will be communicated at least ten (10) days before the departure date, being TotalTrip released from any responsibility by means of the refund of the amount received.
15. CUSTOMER ACCEPTANCE: These Terms and Conditions with the remaining documentation provided to Customers, form a contract. These conditions are available to the Client at the time of booking the Service, the Services and/or the booking request, are transcribed on the Site. The costumer declares that: knows and accept the Terms and Conditions of this contract. The contracting of the Services will be considered ratified by means of one of the following acts: a) The payment and/or acceptance by the costumer of the invoice corresponding to the Service and/or Services contracted; or b) through the customer's use of some portion of the service.
16. INTERNATIONAL CONTRACTS: This Contract and any dispute arising from it shall be governed and interpreted in accordance with the conciliation procedure that shall be carried out before the Arbitration and Conciliation Center of the Chamber of Commerce of Bogotá, upon request of conciliation submitted individually or jointly by the parties concerned. If within eight (8) business days from the beginning of the conciliation procedure, which shall be understood as from the date of the first summons to THE PARTIES made by the Conciliation Center, THE PARTIES do not reach an agreement to resolve their differences, it shall be resolved by an arbitration tribunal that shall operate at the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce, in accordance with the following rules:
a. The court will be subject to the Rules of the International Commercial Arbitration of the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce.
b. The court will be composed by one arbitrator appointed by THE PARTIES. In the event that this is not possible, the arbitrators shall be appointed by the Centre at the request of either of the PARTIES.
c. The court shall decide on the law.
d. The language of the arbitration shall be Spanish
e. The courthouse shall be in Bogotá
f. The law of the dispute shall be the law of the Republic of Colombia.
17. TRANSMISSION REVIEW. TotalTrip may from time to time, monitor and review any information transmitted or received through the Site and reserves the right to censor, edit, remove, or prohibit the transmission or receipt of any information that TotalTrip deems inappropriate or in violation of the terms and conditions of this Agreement. During monitoring, the information may be examined, recorded, or copied and your use of the Site constitutes your consent to such monitoring and review. The costumer agrees that, if it submits suggestions, ideas, comments or questions or places any other information on the Site, the Client grants TotalTrip and its affiliates a worldwide, non-exclusive, royalty-free, perpetual, irrevocable right to sublicense the use, reproduction, modification, adaptation, publication, translation, creation of derivative works, distribution and display of such content in any form, medium or technology. TotalTrip does not have or assume any responsibility for any content that is placed or submitted by the Client.
18. WARRANTIES EXCLUSION. TOTALTRIP AND ANY DISTRIBUTOR, SUPPLIER OR THIRD PARTY OF TOTALTRIP DO NOT CONSTITUTE A WARRANTY OF ANY KIND REGARDING THIS SITE AND/OR ANY MATERIAL PROVIDED ON THIS SITE IS PROVIDED AS IS AND WITH ALL ITS VIRTUES AND FAULTS. TOTALTRIP AND ANY TOTALTRIP SUPPLIER, DISTRIBUTOR AND/OR THIRD PARTY DO NOT WARRANT THE ACCURACY, COMPLETENESS OR RELIABILITY OF ANY CONTENT OR DATA FOUND IN THE TOTALTRIP SITE, AND SUCH PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND THOSE RESULTING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, USAGE OR CUSTOM. NEITHER TOTALTRIP NOR ANY TOTALTRIP PROVIDER, DISTRIBUTOR AND/OR THIRD PARTY WARRANTS THAT THE SITE, ITS SERVERS OR ANY E-MAIL SENT FROM TOTALTRIP ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
19. COMPENSATION / EXONERATION. Customer shall defend, indemnify and hold harmless TotalTrip and TotalTrip's direct and indirect subsidiaries and their respective officers, directors, agents, affiliates and employees, from all costs, fines and expenses, including attorneys' and/or accountants' fees, resulting from (1) Customer's failure to pay any applicable taxes, as set out in this Agreement, (2) any claim resulting from the misuse of the Site by the Client, including, without limitation, the making of fraudulent reservations and/or the failure to acknowledge and comply with the terms and conditions of use of the Site (3) any claim by a third party resulting from any act or omission of the Client and/or any of the service providers or third parties of TotalTrip.
The costumer hereby fully and forever releases, discharges and holds harmless TotalTrip and its direct and indirect subsidiaries and any of their respective officers, directors, agents, employees, affiliates, from any and all claims or causes of action that it may have, known or unknown, against TotalTrip that predate this Agreement.
20. SOURCE OF FUNDS. The Client declares that its income comes from lawful activities, that it is not negatively registered in national or international money laundering prevention lists, that it does not fall into one of the two money laundering categories (conversion or movement) and that, consequently, it is obliged to respond to TotalTrip subsidiaries and/or affiliates for all damages that may be caused as a consequence of this statement. The inclusion of The Client, or its managers, in the lists of OFAC or any other local, foreign or international authority as a suspect of money laundering activities will be just cause for termination of the agreement. In the same way, it will be liable to third parties. It also declares that its conduct complies with the law and ethics.
For all purposes "money laundering" is the set of procedures used to change the identity of illegally obtained money so that it appears to have been obtained from legitimate sources. These procedures include disguising the true origin and ownership of the funds.
21. ATTORNEY'S FEES. If TotalTrip or its affiliates are required to take any action to enforce the terms and conditions of this Agreement, such parties shall be entitled to recover from Customer, and Customer agrees to pay, all attorney's fees reasonably required to be paid, as well as any costs of litigation, in addition to any other compensation, in law or equity, to which such parties are entitled.
22. TERMINATION. TotalTrip may terminate this Agreement and its Terms and Conditions and/or the provision of any of the Services at any time for any reason, including any improper use of the TotalTrip Site or any breach of the terms and conditions of the Agreement. Such termination shall not affect any rights of redress to which TotalTrip and its various suppliers, distributors and/or third parties may be entitled, at law or in equity. Upon termination of this Agreement and its terms and conditions, all rights granted to Customer shall terminate and be returned to TotalTrip and its various suppliers, distributors and/or third parties, as applicable.
23. ADDITIONAL TERMS. Additional terms and conditions may apply to the Services, reservations, purchase of items and other uses of parts of the TotalTrip Site, and you agree to comply with such terms and conditions.
24. FORCE MAJEURE. Neither party shall be liable to the other in the event, and to the extent, that the performance of such party's obligations is delayed or obstructed for any cause reasonably beyond the control of such party, including, without limitation, god´s action, public enemies, terrorism acts, war, civil unrest, fires, floods, explosions, earthquake, pandemic, labour disputes or strikes, any act or order of any governmental authority, deficiencies or disruptions caused by power or communication providers, or inability or impossibility to obtain supplies and materials (each of these events shall be referred to hereinafter as "Force Majeure"). Customer will use all reasonable and diligent efforts to expeditiously resolve any and all such force majeure events. The party claiming the existence of the force majeure event shall advise the other party as soon as possible of the existence of such force majeure event and shall use commercially reasonable efforts to bring the force majeure event to an end as soon as possible.
25. MISCELLANEOUS. This contract constitutes the entire and complete agreement between the parties with respect to its subject matter and supersedes any prior agreement or understanding, whether oral or written, between the parties relating to the same subject matter. No modification, amendment or change to this Agreement shall have any effect or be valid or binding on the parties, unless expressly made on the TotalTrip Site and accepted again by the Client. The waiver of any requirement or obligation under this Agreement by either party shall not operate or be deemed to be a waiver of future and/or subsequent requirements or obligations, and shall be valid only as to the specific requirement or obligation to which it relates. This Agreement shall be binding upon and inure to the benefit of the parties and their respective legal representatives, successors and assigns. This Agreement shall be binding and enforceable as of the date of the occurrence of any of the acts specified in Clause 15 of this Agreement. Where any period of time under this Agreement is provided for by reference to a number of days, such days shall be deemed to be "calendar" days.
This Agreement is not exclusive and each party is free to enter into similar agreements with any third party. At the sole discretion of TotalTrip, its various suppliers, distributors and/or third parties may execute any task required by TotalTrip under this Agreement. The headings used in this Agreement are incorporated for reference purposes only and shall not limit or define the meaning of the provisions contained herein. Any provision of this Agreement that is or may be determined by a court, tribunal, arbitration panel or other competent governmental authority to be prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be ineffective only as to such prohibition or unenforceability, without invalidating the remaining provisions of this Agreement, unless such prohibition or unenforceability would seriously impair the rights or obligations of any Party. The Client warrants, if applicable, that it is a legally established company, duly authorized to do business in its respective country. The Client further represents and warrants that it has carefully reviewed this Agreement in its entirety and is aware of its contents, that the Client has had the opportunity to receive advice and counsel from an independent attorney of its own choosing and that the Client has executed this Agreement of its own free will. All attachments, amendments or supplements attached to or incorporated into this Agreement, or which may be entered into by the parties in the future, or which are amended or modified on the TotalTrip Site shall form an integral part of this Agreement and are incorporated herein by reference.
Notwithstanding anything to the contrary contained in this Agreement, TotalTrip and the Client are not joint investors or partners in a joint venture, are not partners or agents with each other, and neither has nor shall have any power or authority to bind the other or to make any promises or representations on behalf of the other to any third party. The Client shall represent and hold itself only as an independent contractor. The Client's employees are and shall be at all times under the exclusive direction and control of the Client. The Client shall be solely and exclusively responsible for the performance of any and all obligations arising or likely to arise from local labor laws, rules and regulations, as well as any other legal or contractual obligations to its employees, where applicable. The Client agrees to indemnify and hold TotalTrip harmless, without limitation or restriction, from any damages or amounts caused, claimed or demanded by the Client's employees.
YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS WILL IMPLY YOUR KNOWLEDGE, UNDERSTANDING, AND AGREEMENT TO THEM.