Service Agreement
SERVICE AGREEMENT
THIS AGREEMENT (“Agreement”) is dated _____________________ (the “Effective Date”), and is made and entered into by and between _______________________ (“Purchaser") and Together in Tuscany, a registered DBA of Breakthrough Consulting, LLC (“Provider”).
RECITALS
A. Provider has the ability to provide travel scheduling services (hereinafter, “Services”) and desires to sell such Services to Purchaser.
B. Purchaser desires to purchase Services from Provider.
In consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows:
ARTICLE I
SERVICE AND PURCHASE
1.1 Purchase of Services. Provider shall be obligated to provide the following to Purchaser:
A. Provider Services. Provider will provide Services to Purchaser. An itinerary detailing the scheduled, non mandatory, activities of the trip at issue (hereinafter, “Trip”) has been provided to Purchaser (hereinafter, “Itinerary”). Services are limited to scheduling Itinerary activities, reserving lodging, providing transportation to and from Itinerary activities, and making payment to third party vendors associated with Itinerary activities.
1.2 Purchase Price. The purchase price for Services is __________________________ and must be paid in accordance with the following schedule:
A. A $500.00 deposit is due within three days of booking the Trip.
B. Half of the remaining Trip balance is due 150 days before the start of the Trip.
C. Final Trip balance is due 120 days before the start of the Trip
Purchaser understands the unique product Provider provides. Deposits and payments are applied to third party vendors providing Itinerary activities very shortly after payments are made to Provider from Purchaser. As such, Provider cannot issue any refunds to Purchaser.
Purchaser acknowledges they are aware of trip insurance and the value it provides. The parties agree that Provider has encouraged Purchaser to obtain travel insurance.
If an installment payment is not received within SEVEN (7) days of its due date, Purchaser’s Trip will be cancelled and no refunds will be provided to Purchaser for any payments received.
1.3 Services NOT PROVIDED. Provider does not provide any services not listed is Section 1.1 of this Agreement. Services not provided include translators, currency exchange advice or aid, customs assistance, travel insurance, immigration assistance, legal assistance at any destination, guarantee of performance by any individual not a party to this agreement including performance of third parties scheduled by Provider on the Itinerary, transportation, or any other services outside the scope of Section 1.1 of the Agreement.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS OF PROVIDER
Provider hereby represents and warrants to Purchaser, and covenants with Purchaser, as follows:
2.1 Authority and Capacity. Provider has all requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. No approval or consent of any persons or entity other than Purchaser is necessary.
2.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Provider and constitutes Provider’s valid and binding agreement, enforceable against Provider in accordance with and subject to its terms.
2.3 No Warranty or Guarantee of Third-Party Prices or Information. Provider endeavors to ensure that all information, rates, and prices related to third party services is accurate; however, does not guarantee such information, rates or prices will be honored during the Trip. In the event third party service costs increase or alter, Provider shall not be required to pay such costs under this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser hereby represents and warrants to Provider, and covenants with Provider, as follows:
3.1 Authority and Capacity. Purchaser will pay _______________ for Services in accordance with Section 1.2 of this Agreement. Purchaser has all requisite power, authority and capacity to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. No approval or consent of any persons or entity other than Provider is necessary.
3.2 Binding Agreement. This Agreement has been duly and validly executed and delivered by Purchaser, who acknowledges they are over the age of 18, and constitutes Purchaser’s valid and binding agreement, enforceable against Purchaser in accordance with and subject to its terms.
3.3 Local Laws. Purchaser acknowledges that Provider is not able to advise them of local laws or customs. Purchaser warrants and agrees to familiarize themselves with the local laws and customs of their destinations and releases Provider from any liability or responsibility related to charges, violations, or other consequences relating to violations of local laws and/or customs.
ARTICLE IV
INDEMINFICATION & ACKNOWLEDGEMENT OF LIABILITY
4.1. Indemnification by Purchaser. Purchaser will indemnify, defend, and hold Provider harmless from and pay any and all losses, costs, damages, claims, obligations, liabilities and expenses, including, without limitation, all reasonable attorneys’ fees and costs, whether known or unknown, contingent or vested, matured or unmatured, and whether or not resulting from third-party claims (collectively, “Claims”), directly or indirectly resulting from, relating to, arising out of or attributable to any of the following: (a) any breach of this Agreement by Purchaser and (b) any Claims accruing or arising from or after the Effective Date that relate to the Trip or this Agreement.
4.2 Release. Purchaser acknowledges that Provider is not responsible or liable to Purchaser for Purchaser’s personally property, including, but not limited to, luggage and luggage contents. Purchaser also releases Provider from all liability related to Purchaser’s dietary needs, medical conditions, injuries and/or allergies. Provider is solely providing Services to Purchaser. Provider is not responsible for any allergic reaction, injury, or other medical ailment Purchaser suffers during their Trip. By entering into this Agreement, Purchaser acknowledges that they are fit to travel on the Trip and fit to participate in the activities on the Trip that Purchaser elects to participate in. Further, Purchaser acknowledges that they are not required to participate in any scheduled activity on the Trip. Every aspect of the Trip is voluntary. Purchaser hereby and forever releases Provider of any and all liability or responsibility from the actions of third parties who are not parties to this Agreement. This includes releasing Provider of liability or responsibility for the acts of any chef, activity provider, driver, or other third party hired by, reserved, recommended, or otherwise suggested by Provider.
4.3 Advertisement. Purchaser acknowledges they may be photographed or recorded during the Trip and that said images may be used by Provider on social media, television, or on other media platforms for advertisement purposes. Unless Purchaser expressly and in writing notifies Provider of their objection to said photographs and their use, Purchaser hereby releases Provider from any liability related to the publication of any and all Trip photographs and recordings.
ARTICLE V
MISCELLANEOUS
5.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the Parties hereto with respect to the subject matter hereof.
5.2 Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the Commonwealth of Virginia without reference to, and regardless of, any applicable choice or conflicts of laws or principles. Any and all litigation relating to this Agreement shall be prosecuted and defended in Prince William County, Virginia.
5.3 Counterparts and Signatures. This Agreement may be executed in any number of counterparts and by the several Parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement. Signatures by facsimile or electronic means shall be valid and enforceable.
5.4 Further Assurances. Each of the Parties hereto shall from time to time at the request of the other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as the other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.
5.5 Severability. The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof. If any provision hereof is determined by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be limited to the extent necessary to make it valid and enforceable, or if necessary, severed from this Agreement, and the remainder of the Agreement shall be in full force and effect.
5.6 Attorneys’ Fees. If either party brings a claim or lawsuit against the other party to this Agreement to interpret or enforce any of the terms of this Agreement the prevailing party shall, in addition to all other damages, be entitled to reasonable attorneys’ fees and costs, costs of witnesses, and costs of investigation from the non-prevailing party.
5.7 Amendment and Termination. This Agreement may be amended upon a writing executed by both Parties.
5.8 Dispute Resolution.
5.8.1 Trial by judge alone. All disputes concerning this Agreement shall be settled by mediation when possible, but if a civil action is instituted by one of the Parties, then EACH PARTY AGREES THAT, TO THE EXTENT PERMISSIBLE BY LAW, ALL RIGHTS TO A TRIAL BY A JURY OF ANY CLAIM CONCERNING THIS AGREEMENT ARE ABSOLUTELY AND FOREVER WAIVED.
5.9 Survival of Representations, Warranties, and Covenants. Each representation and warranty of the Parties hereto shall survive the Closing as will the indemnifications provided for in Article IV herein.
5.10 Force majeure. The Parties acknowledge that their performance under this Agreement shall be excused in the event of a significant natural or social disruption beyond the control of the Parties. Such an event shall include but not be limited t, a weather event; pandemic; governmental or societal action, including but not limited to war, invasion, and/or civil unrest; and/or infrastructure failures.
Executed as of the date first above written.
_________________________
Provider
_________________________
Purchaser