Customer Referral Agreement for Tourism Content

[Customer Referral Agreement for Tourism Content]

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★This is a contract for a travel agency etc. (Party A) to introduce (send) customers to a tourism content provider (Party B).

→If Party A receives a customer referral (transfer) from Party B, Party A will incorporate Party B's tourism content into the sightseeing tour that Party A plans and conducts and in which the customer participates.

→ Party B will receive payment for services related to tourism content directly from the customer.

→ Party B shall pay Party A an introduction fee on the condition that Party B has received a customer introduction (transfer) from Party A and has received payment directly from the customer through said introduction (transfer) for services related to the tourism content.

[Reference: Our office website]
Inbound: Tourism business transaction design, drafting contracts and terms of use
https://keiyaku.info/tourism_act01.html
Sales agency contract, sales representative contract, customer introduction contract
http://keiyaku.info/eigyo01.html

★ Clauses included in the "Customer Referral Agreement for Tourism Content"
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Article 1 (Purpose)
Clause 1: If Party A develops customers related to the tourism content provided by Party B, Party A will introduce them to Party B.

<Examples of tourism content>
・A water experience where you can enjoy a meal and night view on a chartered houseboat ・Scuba diving on a remote island ・An attraction where you run through the forest wearing a ninja costume ・Traditional cultural experiences such as making crafts and cooking local cuisine in an old house ・Observing the ecology of Japanese macaques in a natural setting ・Aesthetics and spa using Japanese bamboo, camellia oil, and gold leaf ・Watching plays and performances

Section 2: Payment of referral fees from Party B to Party A was conditional on Party A receiving payment directly from the customer.

Clause 3: This clause stipulates that Party A will simply introduce customers and will not enter into contracts or other agreements with customers on behalf of Party B.
→ When Party B provides services related to tourism content to customers, Party B will transact (contract directly) with the customers (without going through Party A).

Clause 4: This stipulates that if a problem arises between Party B and the customer, Party B will not cause any inconvenience to Party A.

Article 2 (Incorporation of tourism content into sightseeing tours, etc.)
Clause 1: If Party A introduces a customer to Party B, Party A will incorporate the tourist content provided by Party B into the tourist tour that Party A conducts and in which the customer participates.

Clause 2: Party B shall provide, at its own expense, appropriate space, facilities, equipment, consumables, etc. at the location where the Tourist Content is provided.

Clause 3: Party B shall have its employees and staff provide services related to the tourism content. However, this does not apply to services handled by Party A's staff and contractors (such as those providing services related to tour guides and guide-interpreters), and Party B shall provide the tourism content in cooperation with Party A's staff and contractors.

Article 3 (Referral Fees)
This is a regulation that stipulates the payment procedures for the referral commission that Party A will receive from Party B.

Paragraph 2: Here, it states "% of the compensation for the provision of the Content received by Party B directly from the Customer."

Clause 3: Party A will calculate and charge the referral fee. (If Party B were to leave the calculation entirely to Party A, there would be a risk that the referral fee would be calculated lower than it actually is.)
→Article 2, Paragraph 3, Items 4 and 5 state that the Guide will carry out the following duties (in cooperation with Party B):
- Work related to calculating the number of customers who received the content - Work related to calculating the compensation for the content paid directly by the customer to Party B

Section 5 is a provision to ensure that any referral fees that have not yet been paid after this Agreement is terminated will be paid in accordance with the provisions of this Article.

Article 4 (Cost burden)

Article 5 (Reporting obligation)
Clause 1: This provision has been established because it would be a problem if Party B did not contact Party A regarding a customer introduced by Party A.

Article 6 (complete agreement)
We confirm that if there is any agreement between Party A and Party B made prior to this Agreement that is "inconsistent in content" with this Agreement, the content of this Agreement shall take precedence.

→Even if you have previously concluded an employment contract, a contract for services, etc., if you conclude this Agreement, in principle this Agreement will take precedence.

Article 7 (Responsibility for business execution)
Paragraph 2: Generally, the performance of entrusted business is considered sufficient if it is performed with the care of a prudent manager (the so-called duty of care), just as in the handling of delegated affairs. "Duty of care" refers to the degree of care generally required in a person's occupation or social position.

Section 3: Provisions regarding the responsibility for managing the facility and associated equipment, fixtures, and fixtures.

Clause 4: If Party B sells, provides or solicits goods or services outside the scope of the business to Party A's customers, Party B must obtain Party A's prior consent.

Section 5: Provisions regarding Party B's participation in liability insurance. (Please delete if not required.)

Article 8 (Liability for damages, exemption)
★Section 1: This is an example of a provision that applies to both Party A and Party B and limits the scope of compensation for damages.

★Alternative example of paragraph 1: We also provide an example of a provision in which only Party B is obligated to pay a heavier amount of damages.

→ "Profit from performance" refers to the profit that would have been earned if the contract had been performed as per the contract.
→ "Profit from fulfillment" includes both "lost profits" and "expenses that would not have been incurred if the contract had been fulfilled."
→ "Lost profits"
For example, if Party A does not allow Party B to use the location in question, this would be a breach of contract by Party A. In this case, the profits that Party B would have earned if Party B had been allowed to use the location in question are called lost profits.
→ "Expenses that would not have occurred if the performance had been carried out"
If Party A is forced to make expenditures because Party B has not fulfilled the contract as per the agreement, then Party A has incurred "expenses that would not have been incurred if the contract had been fulfilled."

[Scope of damages: Civil Code provisions]
If the scope of damages stipulated in the following article (Article 416 of the Civil Code) is excessive, the scope of liability for damages will be limited by contract.
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Civil Code Article 416 (Scope of damages)
1. The purpose of a claim for damages for breach of obligation is to obtain compensation for the damages that would normally arise from such breach.
2. Even if damage has arisen due to special circumstances, the creditor may claim compensation if the parties foresaw or could have foreseen those circumstances.
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Section 5: This section provides that there will be no liability in the event of force majeure such as natural disasters or other natural disasters.

Article 9 (Confidentiality)
Paragraph 1: Stipulates the confidentiality obligations of Party A and Party B towards the other party.
Section 2: Provides that certain information that must be excluded from confidential information is not included in confidential information.

Article 10 (Protection of personal information, customer information)
Section 1: This section provides careful provisions regarding the protection of personal information.
Section 2: Regulations regarding the handling of customer information.

Article 11 (Prohibition of Transfer of Rights and Obligations)
★This provision prohibits the transfer of rights and obligations arising from this contract.
Under the Civil Code, the creditor is generally free to assign his/her claim (Article 466, Paragraph 1 of the Civil Code), but it is possible to make the claim non-transferable by adding a special clause prohibiting assignment (Article 466, Paragraph 2 of the Civil Code).

Article 12 (Validity Period)
* "From XX/XX/XX to XX/XX/XX" can also be written as "From the date of execution of this contract to XX/XX/XX" or "For one year from the date of execution of this contract."

*Please determine the validity period according to the actual situation.

*If you do not want the validity period to be automatically renewed, please delete the following: "However, if neither party expresses an objection at least three months prior to the expiration of the term, this Agreement will be automatically renewed for another full year, and the same shall apply thereafter."
(Even if you delete it, you are free to enter into a new contract.)

Paragraph 2 provides for cases in which mid-term termination is permitted.

Article 13 (Termination of Contract)
It also provides for the right to terminate the contract and makes careful provisions regarding claims for damages.
Under the Civil Code, if the other party fails to fulfill its contractual obligations, a right of termination arises (statutory right of termination, Civil Code Articles 541 and 543).
This clause provides that, in addition to the statutory right of termination, grounds for termination may be added by agreement (items 1 to 13), and that termination may be made without notice.

Article 14 (Exclusion of anti-social forces such as organized crime groups)

Article 15 (Discussion matters)

Article 16 (Governing Law and Jurisdiction)
The "district court or summary court with jurisdiction over the location of Party A's head office" can also be defined as "the district court or summary court with jurisdiction over the plaintiff's place of residence" or "Tokyo Court or Tokyo Summary Court."

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