Independent Contractor Agreement
Independent Contractor Agreement
This Independent Contractor Agreement hereafter referred to as “IC Agreement” is entered between KHM Consulting, Inc., hereinafter referred to as “KHM” having its principal place of business at 50 Pearl Road Suite 300, Brunswick, Ohio 44212 and the Independent Contractor, hereinafter referred to as “IC.” KHM and IC are jointly referred to herein as “the Parties.”
Contractual Status. The IC is an independent contractor, and by agreeing to this IC Agreement is not being engaged as an employee of KHM. It is the obligation of the IC to conduct business in compliance with all statutory and regulatory requirements as may be required by law, without reliance upon KHM. All ICs must be a minimum of eighteen (18) years of age and be a US citizen or entity. This IC Agreement sets forth the requirements of the IC’s booking of travel with KHM, which is non-exclusive, as well as the purchase of services from KHM. The terms of access to services and commissions related to the IC’s sale of travel are set forth in this IC Agreement. Should the IC make use of the opportunity to book travel with KHM, they agree to be bound under the terms of this IC Agreement in doing so. As stated in this IC Agreement, KHM reserves the right to terminate this IC Agreement.
IC Will Provide Their Own Business Supplies and Be Responsible for Their Own Expenses. IC shall provide their own business cards and other promotional materials and shall otherwise be responsible for all expenses incurred in performing their duties under this IC Agreement.
Place of Work. The IC may choose where the work is to be performed.
Hours. IC may work whatever hours they desire. There are no set office hours that must be maintained by the IC. The IC is not required to attend office meetings or training sessions.
Risk of Loss/Profit Potential. IC assumes the risk of incurring a loss if the shared sales commission does not cover their business expenses. Similarly, IC enjoys the right to earn a profit yielded by commissions shared pursuant to this IC Agreement.
No Entitlement to Vacation or Health Benefits as IC. As a self-employed individual, the IC shall not receive or earn any vacation, sick, or PTO pay from KHM and is not covered under the medical, dental, or vision plans.
IC Shall Be Responsible for Filing All Taxes. The IC agrees to be responsible for all federal, state, and local payments related to the commissions received from KHM. IC agrees to be fully responsible for complying with all federal, state, and local laws in connection with performance of this IC Agreement, including, but not limited to, payment of any estimated or other federal, state, or local income taxes, payment of applicable charges for social security, FICA, worker’s compensation, and obtaining any required state or local licenses or registration as a self-employed Seller of Travel/IC. IC is also responsible for taxes and Social Security for any employee(s).
Taxes. IC agrees to indemnify and hold KHM harmless for any assessments against KHM because of any failure by IC to properly pay federal, state, or local income taxes (including estimated tax payments) and file returns in connection therewith, or to pay social security, FICA, or worker’s compensation.
Contracts and Authority to Bind. The IC has no authority to bind, obligate, or commit KHM by any promise or representation to perform services other than the transactions covered by this IC Agreement.
Insurance. It is highly recommended that IC maintains comprehensive general liability insurance, errors and omissions insurance, and any another business insurance that is generally accepted to run an independent travel business.
Restrictions and Conditions. The usage of KHM’s credentials, logos, trade names, and proprietary names by the IC is solely for the IC and those who have been granted expressed permission by KHM. The IC shall not divulge or otherwise allow any other party to use such credentialing or to allow for the usage of KHM’s credentials in which someone other than the IC is claiming a portion of commission earned under this Agreement.
An IC who is employed by a travel agency or travel supplier is presumed to have a duty of loyalty to their employer and restrictions as to their time during employment hours. KHM reserves the right to terminate any IC who is employed with a travel agency or travel supplier.
2. Enrollment Requirements and Terms.
Enrollment Forms. All Enrollment Forms are required to be completed by all potential ICs for consideration by KHM. KHM reserves the right to decline any enrollment request. All forms must be completed and sent to KHM within sixty (60) days of signing this IC Agreement. Failure to timely submit an Enrollment Form will result in the forfeiture of any registration fees. KHM will assess a $200 Early Cancellation fee, and the remaining amount will be refunded to the IC.
Terms of IC Agreement. By submitting Enrollment Form, IC is agreeing to twelve (12) consecutive months of service on an annual continuing basis at $49.95/month or $498.00 annually (if selected). This Service fee is subject to change by KHM for any renewal period, upon 30-day notice to the IC. This term will renew automatically unless IC or KHM notifies of its election to terminate this IC Agreement. KHM reserves the right to modify the terms of this IC Agreement for any successive term, or immediately during any term to meet any statutory or regulatory requirements enacted or required to book travel. The IC may terminate this IC Agreement during any term, which for any prepaid annual term KHM will assess a $200 Early Cancellation fee, and the remaining amount of the prepaid annual fee will be refunded to the IC. If an IC is terminated for non-payment twice and decides to re-enroll, KHM will charge the $498.00 annual fee. If membership is cancelled for any reason during the paid year, there will be no refund due to the IC.
Failure to Timely Submit Renewal Payment. Monthly IC renewals shall only receive notice from KHM if there is a change in the renewal Service fee. It is the IC’s responsibility to maintain a valid credit card or other method of payment with KHM and remain in good standing in the payment of renewal charges to KHM. An IC’s failure to timely pay renewal fees, whether due to lapsed credit card information or suspended will result in an automatic hold on the IC’s ability to earn a commission and an IC is prohibited from booking further travel with KHM credentials until their payments to KHM are made.
Third-Party Credit Card Authorization Form. If an IC used a third-party credit card to enroll, they will be asked to have the credit card holder complete a Third-Party Credit Card Authorization Form. If the IC has not returned the Third-Party Credit Card Authorization Form within thirty (30) days of the form being sent, they will be cancelled from KHM, and the credit card used for enrollment will be refunded.
IC Business Ownership. The IC shall bear all risks financially for their marketing, phones, delivery, premium mail services, client gifts, print costs, business cards, letterhead, invoices, office suppliers, auto expenses, legal fees, accounting fees, bad debts, mistakes in tickets or documents, quotes or collections, up-front client deposits, business travel expenses, medical and hospital insurance, subscriptions, auto and personal liability insurance, business insurance, state and federal income taxes, commission payments, and support to own IC’s payroll taxes, if employees are hired, FICA, SDI, unemployment tax, and workmen’s compensation insurance and KHM harmless therefrom. It is the sole responsibility of the IC to pay for repairs of personal property used for business purposes (e.g. personal computers, tablets, smart phones, printers, etc.). The IC shall obtain any necessary business license, Employee Identification Numbers, and withhold properly for any of their employees, holding KHM harmless. The IC agrees to follow the rules and laws of outside agencies governing the travel industry, including, but no limited to: the state of California, the US Government, county and local governments, National Do Not Call Registry, ARC, IATAN, CLIA, and all travel suppliers. Any violation of these rules is the sole obligation of the IC. The IC hereby agrees to indemnify and to hold KHM harmless from any such obligation arising from their violations of a governing body.
IC’s Right to Hire Assistants. The IC retains the right to employ NON-BOOKING assistants at IC’s expense. These assistants can assist the IC with items such as marketing, customer service, and bookkeeping. The IC assumes all legal and financial responsibility for these assistants. If an IC wants to bring on a BOOKING Sub-agent or partner, this person must enroll and qualify as a participating agent or IC with KHM.
3. IC Sale of Travel Requirements.
Compliance Requirement. All tickets and documents furnished by IC for IC’s clients will comply with all local, state, and federal laws. It is the IC’s responsibility to check with their local and state governments to make sure they are compliant in their area. All tickets and travel sold by the IC are to be provided in the name of disclosed suppliers such as airlines, cruise lines, hotels, tour companies, and car rental companies. KHM shall not be liable to any IC client, and IC expressly agrees to indemnify and to hold KHM harmless from any claim or demand made by an IC client. The IC is solely responsible for any misquotes or any monies due because of an IC’s error. Quotes, pricing, disclosed or undisclosed defaults, supplier bankruptcies, and correct information for clients are the sole responsibility of the IC. ICs are not permitted to collect funds from clients under the pretense that clients then will receive special offers or discounts. The IC is required to follow procedures mandated by KHM, all travel suppliers, and all rules, regulations and statutes that mandate specific conduct, procedures, or manner, in which an IC must comply with all governmental laws.
Travel Documentation. All new commissionable booking information must be entered in myTravelCRM. It is critical that this is done immediately after the booking is made. Without this information, KHM will not know who the booking IC is, will not properly allocate commissions earned, and will not be able to send out any notices or updates sent by the supplier pertaining to the booking and/or prepare the documents to be mailed out. Failure to do so may result in a forfeiture of any commission claimed due. Some suppliers offer travel documents to be mailed directly to the IC. If KHM approves and if a letter, email, phone, or fax needs to be sent, KHM will assist.
Clients that are not United States Citizens. If the IC books travel on behalf of a resident and/or citizen of a country other than the United States, IC acknowledges that applicable laws, regulations, taxes, and tariffs, as well as factors including, but not limited to, costs and charges associated with foreign shipping and handling, exchange rate fluctuations and points of origin/destination may reduce or eliminate benefits of doing business as an IC with KHM that would otherwise be available to a resident and citizen of the United States. Also, IC agrees to follow all rules and regulations that suppliers have when it pertains to booking guests that live outside the United States.
Supplier Registration. The IC can only use KHM credentials (CLIA, IATA, phone, etc.) to register with approved suppliers that KHM has already registered with. IC may not use KHM’s credentials to register with a supplier that KHM is not registered with. The IC shall not use KHM’s credentials to register with a supplier using the IC’s EIN or submitting their own W9. Under no circumstances shall the IC attempt to request on KHM’s behalf to update or change any information in KHM’s profile with any KHM supplier. The IC is not permitted to change, delete, or add anything directly to KHM’s credentials with a supplier. If it is found that an IC attempted to or knowingly made changes, this IC Agreement shall be terminated, and the IC shall in addition to any other remedies provided by law, be liable to KHM for monetary claim for intentional interference with KHM’s business, and the IC shall pay to KHM for monetary damages the sum of no less than $10,000.00, as well as KHM’s costs to collect such monetary damages, including legal fees incurred prior to commencement of suit, KHM’s litigation costs, and legal fees incurred in any Court action to collect such monetary damages.
IC’s Use of KHM Industry Credentials. The CONFIDENTIAL IATA, ARC, CLIA, ASTA, SELLER OF TRAVEL NUMBER, TELEPHONE NUMBER, OR ANY OTHER IDENTIFICATION/CREDENTIAL THAT HAVE BEEN DISCLOSED TO THE IC ARE TO BE USED ONLY BY THE IC DURING THE TERM OF THIS AGREEMENT AND ONLY FOR THE PURPOSES OF THE AGREEMENT. THESE NUMBERS SHALL NOT BE DISCLOSED TO PERSONS EXCEPT SUPPLIERS AND CANNOT BE TRANSFERRED OR SOLD TO ANY THIRD PARTY. Any disclosure of these numbers for any other purpose shall be deemed a violation of this paragraph of prohibited disclosure of trade secret material which would cause direct severe and irreparable financial loss and hardship on KHM. An IC that continues to use KHM’s credentials after they have been notified of termination is in breach of this IC Agreement, the IC shall in addition to any other remedies provided by law, be liable to KHM for monetary claim for intentional interference with KHM’s business and disclosure of KHM’s trade secrets, and the IC shall pay to KHM for monetary damages the sum of no less than $10,000.00, as well as KHM’s costs to collect such monetary damages, including legal fees incurred prior to commencement of suit, KHM’s litigation costs, and legal fees incurred in any Court action to collect such monetary damages.
KHM to Receive All Commissions. KHM is entitled to a portion of all commissions paid for travel booked through KHM’s credentials by the IC. The IC agrees that all check and cash monies are to be transacted through KHM and never directly to the supplier when using KHM’s ARC, IATAN, CLIA, or other KHM booking credentials. In the event an IC or their clients send any monies directly to the supplier for booking made using KHM’s ARC, IATAN, CLIA, or Booking Identification Number, this IC Agreement will be deemed in breach and may be terminated. All credit card transactions are to be transacted and processed by the IC directly with the supplier/vendor. If the IC authorizes or requests any supplier/vendor to send commission directly to the IC when using KHM’s ARC, IATAN, CLIA, or KHM booking credentials, bypassing KHM, the IC must return all funds within five (5) business days of receiving an invoice. Further, the IC will forfeit all unpaid commissions, and this IC Agreement will be terminated.
Credit Card Transaction Liability. When the IC’s client uses a credit card, the IC is solely responsible for all cardholder signatures. The IC is responsible for all disputed, declined, or fraudulent charges.
Method of Payment. The preferred method of payment that an IC can accept is a credit card and must be processed with the supplier. Taking CASH and/or PERSONAL CHECKS made payable to the IC or IC’s company is strictly forbidden. The IC must be PCI DSS compliant on all transactions. The Payment Card Industry Data Security Standard 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. ICs are NOT permitted to pay for a client’s trip using the IC’s or IC’s company credit card. Client’s credit card information must be only given directly to the supplier for payment. The IC MUST have a credit card agreement signed by their clients prior to applying payment to the supplier. The IC can call in the payment over the phone or online on the supplier’s website.
Accepted Methods of Payment to KHM. For a cashier check or money order made out to KHM Consulting, Inc., a Payment Request Form must be submitted. To wire or ACH, such arrangements are to be made with KHM through [email protected] and the appropriate ACH form submitted. All funds must be in KHM’s account and cleared (5 to 7 business days) prior to the due date to the supplier. Deposits and ACHs will be paid after the fifth business day. An incoming wire payment can be paid the next business day. KHM is not responsible for any non-sufficient fees or incoming wire fees. Ultimately, the IC is held responsible. At no time can an IC process payment by Square, PayPal, their own merchant account, or any other method to make payment to a supplier for a client. In the event an IC collects payment through these methods using KHM’s ARC, IATAN, CLIA, or KHM Booking Credentials, this IC Agreement will be deemed in breach and subject to termination.
All Commissions Are Based Upon Payments on Full Gross Amount. The IC agrees that all payments to suppliers for any booking under KHM credentials shall be for FULL GROSS Amount. The IC shall not conduct business with a supplier to pay Net Fare (cost of package less the commission). Net Fare arrangements are expressly prohibited under this Agreement. Commissions shall be based on FULL GROSS Amount. The FULL GROSS Amount is equal to the total amount due the supplier, including commissions to be paid. Any IC or agency of an IC making bookings for less than FULL GROSS Amount using KHM credentials will be subject to loss of IATA status, and termination of this Agreement. Further, the IC shall be required to pay to KHM the greater of twice the total gross commission which should have been paid on the booking or $10,000.00, for each occurrence.
Chargeback/Dispute. When dispute memos are received that pertain to an IC’s booking, KHM will provide a copy of the debit memo to the IC. If the IC does not believe the debit memo to be valid, documentation to dispute the claim with the supplier must be furnished to the supplier and KHM’s Commissions Team within three (3) days. There is a $75 charge assessed to the IC for KHM assisting in a chargeback/dispute with the signed approval from the IC. KHM will help to avoid the chargeback or dispute, but ultimately the IC is responsible to know and understand the various rules. Any credit card dispute between the IC and the IC’s client are subject to the cardholder’s terms and conditions. In any case, the IC is responsible for payment to KHM of any debit memo within fourteen (14) days. The best way to remain protected against a chargeback/dispute is a form that has the following:
- Client’s name, address, phone number, and email
- Last 4 digits of credit card, name, and expiration date
- Charged amount
- Signature (MOST IMPORTANT)
- Acknowledgement of understanding the Terms and Conditions
- Remind the client who the charge will be from on their credit card statement
Client Refund. When a supplier has chosen to refund to KHM the client refund amount, it is the IC’s responsibility to notify KHM of this occurrence immediately so that proper steps are taken to ensure the funds are appropriately distributed. If the IC neglects to alert KHM prior to the refund being received by KHM, a $75 fee will be assessed to the IC. The IC will complete and submit a Refund Request Form and provide KHM additional information upon request.
CAN-SPAM Act Compliance. For ICs utilizing myTravelCRM to send emails, KHM has a strict policy against sending unsolicited emails. KHM does not and will not tolerate spam, and if IC is found using KHM services to further this unethical business activity, KHM will terminate the IC account, and with the help of a third-party provider, will bill IC accordingly for damages and other costs in clearing up the event. For more information regarding email spam policies, please review the CAN-SPAM Act Compliance Guide provided by the Federal Trade Commission.
Request by Client to Terminate their Relationship with IC. Although KHM does not want to take over an IC’s booked clients, in the event an IC’s client contacts KHM and wants to terminate their relationship with their IC, the Request to Change Agents Form must be completed and signed by the client. After the form has been reviewed and if the client has a reasonable explanation of why they want to change or terminate their relationship with their agent and transfer the booking to KHM, KHM reserves the right to take over the reservation, and no commission will be paid to the IC.
Group Bookings. All bookings under KHM Booking Credentials shall be governed by the provisions set forth in Attachment B, which terms are fully incorporated herein. Any attempt to modify, interfere, or make changes to another IC’s booking or improper use of any information of another IC obtained through the Group Travel opportunities supported by KHM, shall in addition to any other remedies provided by law to any other IC or IC’s client who has been harmed, entitle KHM to a monetary claim against the IC for intentional interference with KHM’s business, and the IC shall pay KHM for monetary damages the sum of no less than $10,000.00, as well as KHM’s costs to collect such monetary damages, including legal fees incurred prior to commencement of suit, KHM’s litigation costs, and legal fees incurred in any Court action to collect such monetary damages.
4.Website Access and Logo Usage.
Responsibility Related to Portal and Website Access. KHM is not responsible or liable and will be held harmless for any direct or indirect loss of business or inconveniences resulting from all functions, failures, downtime, or maintenance of any hardware, software, webpage hosting, telephone lines, cable lines, intranet, or internet. This includes MyTravelAgentPortal, myTravelCRM, TravSearch, and any other online tools, websites, or services. All computer hardware and software provided by third-party vendors or suppliers is not the responsibility of KHM. Neither party shall be responsible for down times, delays, software failures, or nonperformance caused by acts of God or governmental authority, strike or labor disputes, breach of contract by suppliers, or any other cause beyond the reasonable control of that party. The tools, websites, and services offered are provided at the sole discretion of KHM. These offerings may change at any time with or without notice.
IC’s use of KHM’s Name, Logos, and Proprietary Names. KHM’s trade names, logo, and proprietary names (LoveShack Vacations, Encompass the World, TravSearch, myTravelCRM, MyTravelAgentPortal, etc.) are federally registered trademarks. They may not be used without the express written permission of KHM. The IC shall prominently display the IC’s status as an Independent Seller of Travel on every webpage or other materials where the KHM’s logos, trade names, or proprietary names are displayed. Use of KHM’s name, logo, or proprietary names without written permission is a violation of KHM trademark rights which IC acknowledges would cause KHM direct, severe, and irreparable financial loss, hardship, and loss of brand integrity. Misuse of these items will result in immediate termination of this agreement and violators will be prosecuted.
Customization Website. KHM may assist IC with creating a website and customizable features. The IC is solely responsible to manage the site responsibly. The IC should not link directly to any sites without prior written approval from KHM. Additionally, the IC should never include content deemed inappropriate or unrelated to the travel industry. If inappropriate links, images, or other content occur on the site, and are not removed upon request by KHM, IC hereby authorizes KHM to shut down the site until the content is removed. Further, KHM at its discretion may terminate this IC Agreement if such violation occurs.
5. Provisions Related to IC Clients.
The IC is responsible for their own clients. Clients are not provided by KHM. KHM may, but shall not be required, to assist IC’s client or former client if:
- It has been deemed that the IC is unreachable and immediate assistance is needed.
- The client has contacted KHM and has requested in writing their reason to terminate the relationship with their IC of which the IC will be given an opportunity to correct the concern.
- The IC passes away, becomes physically or mentally unable to perform their duties, or is no longer an IC with KHM.
If any of these conditions should occur, IC agrees to forfeit any claim to any commission, and KHM thereafter reserves the right to manage the client’s current booking and future bookings with no commission for such bookings being paid to the IC, or the IC’s personal or estate representative.
6. Commission Payments and Referral Bonus.
Base Rate Compensation of an IC. As compensation for the services rendered under this IC Agreement, the IC will receive 80% of commission paid to KHM by the preferred/approved supplier, less applicable charges as stated herein. To receive this commission, ALL COMMISSIONABLE BOOKINGS MUST BE PUT INTO KHM’S CRM (MYTRAVELCRM.COM) and the IC must be fully compliant in providing IC identifiers and other required information as set forth in this Agreement. Failure to do this may result in the IC NOT RECEIVING ANY COMMISSION.
Basecamp or Pinnacle status. Upon reaching Basecamp or Pinnacle status ($5,000 or more in commission received to KHM within a calendar year, determined on the date of travel for the booking in which this amount is exceeded), the IC will be moved to a 90% commission level the following week. If an IC falls out of Basecamp or Pinnacle, they will go back to making 80%. If found that the IC is not eligible at the end of the cutoff for Basecamp or Pinnacle, IC will drop down to 80% and all future commission payouts will be adjusted to the new commission rate. Commissions are paid at the commission rate at the time of payout. For complete details of the commission plan, see the Commission Attachment A.
Commissions Sent Directly to IC. The IC shall not authorize or request any supplier/vendor to send a commission or commissions directly to the IC when using KHM’s ARC, IATAN, CLIA or booking identification number. If an IC is in violation of this, in addition to other remedies of termination, the IC must return all funds directly received to KHM within five (5) business days of receiving written demand from KHM. If the commission check from the supplier has not been cashed, IC must return the check to the supplier within five (5) business days and advise supplier to re-issue a check payable to KHM Consulting, Inc. Failure to do so may result in termination of this Agreement.
Full Commission Requirements. Commissions due the IC are based upon the full commission being received by KHM based upon the full aggregate total of payments and credits. If an onboard credit, gift, or amenity is needed to be competitive, ICs must adhere to the policies and rules put into place by each supplier. Failure to comply with the suppliers rebating and discounting policies may result in fines and/or termination. The funding of these types of additions must come out of the IC’s commission split. If found, in addition to other liabilities stated for breach, the IC is responsible for paying KHM the 10% to 20% due to KHM for the sale. The IC has fourteen (14) days to resolve this transaction. If this not done, IC will be in breach of the agreement and will be terminated immediately.
Supplier Processing Fees. There are certain commission payments that carry a processing fee. A processing fee is assessed for the convenience of using the supplier who works with a travel agent. This is the decision of the supplier and their payment processing system. KHM is not responsible for paying the fee. The fee will be deducted from the IC’s booking commission.
Wire Fees. Any wire fee associated to an IC for making or receiving payment is the IC’s responsibility.
Exchange Fee. All manual foreign checks or foreign ACHs will include a currency exchange fee. KHM is not responsible for the exchange fee.
The booking commission will be reconciled in US funds.
Postage Cost. The cost of all mail pieces (including but not limited to certificates, brochures, gifts, and travel documents) sent from KHM is the responsibility of the IC. The cost will be deducted from the IC’s next commission payment in the form of an adjustment. KHM is not responsible in the event of damage or loss of a package. IC is responsible for keeping their mailing address current with KHM. To avoid postage cost, an IC can make a request to a supplier to have mail pieces sent directly to IC or IC’s client.
Timing of Commission Payments. KHM pays commission when the following takes place: IC Enrollment fee is current, IC has entered the booking details in myTravelCRM, clients have departed, the supplier has paid KHM, and IC is due a minimum of $10 in commission. All shipping fees, chargebacks, disputes, foreign transaction fees, and other costs IC has incurred can be deducted from the commission earned. If KHM does not receive payment for any chargebacks or disputes, the amount will be deducted from future pending commissions until the full amount is reconciled. KHM reserves the right to withhold payments to IC unless and until all charges on IC’s account have been fully reconciled. KHM will pay the IC via direct deposit weekly as long as the commission paid requirements are met. KHM uses ACH (Automatic Clearing House) to make automatic commission payments to IC’s bank account on file. It is the IC’s responsibility to update KHM if the bank account on file has changed by using the Commission Direct Deposit Form in the Agent Portal. If an IC requests a manual check and for ALL Canadian ICs, a $20 fee per check applies.
Commission Hold. KHM reserves the right to hold commissions if the IC is in credit card decline, under review, or KHM is handling an IC chargeback or dispute issue. If the IC participates and is enrolled under an agency program with KHM, this hold will apply to all agency participant commissions of the IC. All commission holds shall continue until all issues with the IC and their agency participants have been fully resolved.
Negative Balance. If the IC has a negative balance due to KHM at the end of the month, the IC will receive an invoice requesting payment within fourteen (14) business days. This may include, but is not limited to, postage costs, recall commission, refund commission, disputes, or advancements. If the IC balance is not paid in full, KHM has the right to charge the credit card on file to obtain the balance. If KHM cannot collect the funds, KHM reserves the right to terminate this IC Agreement.
Commission Recall. If KHM receives a commission recall notice from the supplier, KHM will pay the supplier right away. If the IC has not yet been paid for the commission, the recall amount will be deducted from the same booking’s commission. The IC will see the positive and negative transactions posted in myTravelCRM. If the IC needs to pay KHM back the commission recall, and IC has future commissions pending within sixty (60) days, a negative adjustment can be posted on the IC’s account in myTravelCRM. If the IC does not have future commissions due, an invoice will be created, and IC shall pay the commission back to KHM within fourteen (14) days.
Outstanding Commissions. Each supplier has its own procedures and time frame for processing commissions. There is no industry standard or regulated payment date mandated to release commissions. As suppliers pay KHM (either through direct deposit, wire checks, paper checks, or PayPal), KHM will reconcile each statement into the accounting system (myTravelCRM). This data is accessible in the myTravelCRM > Reports > Past Due. If IC feels they should have already received the commission, IC may contact KHM’s Commissions Team and provide the client’s name, dates, reservation or confirmation number and the supplier’s name. It is the IC’s responsibility to instruct the supplier to release commissions. If the supplier needs a W-9 or an invoice, the IC must fill out the Invoice Request Form in the Agent Portal. When a supplier requests a W-9, KHM’s W-9 should always be used. For all unentered bookings in the CRM, it is the IC’s responsibility to fill out the Unentered Booking Form in the Agent Portal. This will allow KHM to investigate and apply the received commission to the booking. If after ninety (90) days from travel date, the IC has not submitted the booking information into myTravelCRM correctly, the IC will receive a 50% payout of their commission on the booking when the form is received. If after 180 days from travel date the IC still has not entered the booking information into myTravelCRM correctly, the IC will receive no commission on the booking. 100% of the commission will be forfeited.
Bonus/Incentives. Only KHM exclusive bonus/incentives will be paid at 100%. All other monies received are subject to the appropriate commission split.
Referral Incentives. KHM ICs have the option to participate in KHM’s Travel Agent Referral Program. KHM may pay the referring IC an incentive as specified in the Travel Agent Referral Program for referring individuals to KHM. Referral incentives are paid by KHM only when the individual is approved as an IC. KHM reserves the right to pay the Referral Incentive to the IC that meets the requirements to be paid. To be eligible for incentive, KHM must be notified within thirty (30) days of the new IC enrolling with KHM.
Tax ID Reporting. KHM uses the IC’s Social Security Number (SSN) or Employee Identification Number (EIN) during the setup process as IC’s tax identification number. When submitting or updating to an EIN, a copy of the letter showing EIN approval must be provided before the change is approved. If IC chooses to change their tax number during the calendar year and has received commission, IC will have multiple 1099s. If IC has not been paid commissions, the tax number update will take place, and there will only be one 1099 for paid commissions at the end of the calendar year.
1099. A 1099 statement for tax purposes will be issued to the IC. It is the IC’s obligation to pay all appropriate taxes and fees. IC shall indemnify and hold KHM fully harmless for IC’s failure to properly report or pay such taxes incurred.
Full and Final Payment from IC’s Client. The IC is solely responsible for making sure that the IC client’s payments are all made on time. In the event a travel payment is not made timely and a reservation is cancelled, or late fees charged, it shall be the IC’s sole responsibility to pay or obtain payment from their client and submit such late fees and additional charges due the supplier as may be required by the supplier to reinstate or otherwise complete the booking.
7. Non-Disclosure, Non-Disruption, and Confidentiality.
The IC understands and agrees in return for receiving any information or materials written, verbal, or electronic concerning KHM 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 KHM and/or its affiliates, including but without limitation to, trade secrets, selling, marketing and advertising procedures, past or present employees, past, present pending clients, agents, subcontractors and affiliates, recruitment and education plans, agent commission programs, 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 KHM and its affiliates may deem confidential. The IC 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 KHM and/or its affiliates. Any such breach will result in immediate termination and forfeiture of unpaid commissions.
8. Termination of this IC Agreement.
Termination of IC Agreement by KHM. In the event the IC fails to comply with the terms of this IC Agreement, KHM may terminate the agreement with the IC, and any future commissions for which the IC would be entitled would be forfeited. The potential for loss to IC for commission therefore exists in the event of breach of this IC Agreement, and the IC accepts such damages as reasonable in the event of their breach in addition to any funds owed for funds directly received by the IC in violation of this IC Agreement or for monetary damages as may be owed to KHM. In addition to termination of this IC Agreement for the reasons already stated herein, KHM reserves the right to immediately terminate this IC Agreement prior to expiration of term, in the event of any of the following:
- The IC violates of any Seller of Travel Laws
- The IC directs payment of commissions directly to the IC, or having received a commission directly fails to report it to KHM and doesn’t make payment due KHM within fourteen (14) days
- The IC makes representations or attempts to bind KHM contractually in violation of this IC Agreement
- The IC or IC’s employees or agents makes public comments or postings which are derogatory of KHM
- The IC acts in a manner which interferes with KHM’s business activities
- The IC files for bankruptcy, is deemed physically or mentally incapacitated, or is deceased
- The IC activities violate a non-compete or confidentiality agreement with the IC’s prior employer or other party.
Enrollment Cancellation Requested by IC. IC may cancel enrollment by emailing KHM’s Billing Team at [email protected] Within two (2) to three (3) business days, KHM will email IC a link to the Request to Cancel Form. KHM requires a minimum of thirty (30) days’ notice on all cancellations. The termination of the IC’s enrollment with KHM shall be effective as of the noticed date, provided it meets the thirty-day requirement, or thirty days from the KHM’s receipt of the Request to Cancel Form, whichever date is later. Request to Cancel must include all booking information for future travelers that have been booked using KHM’s credentials. This will include the client’s name(s), address, phone, email address, and copy of itinerary (which will show booking number and name of supplier). All bookings must be put into the CRM before request is approved.
Commission on Future Bookings After Termination Date. All future bookings that have been booked using KHM’s credentials will become the sole property of KHM. IC shall advise KHM of the details of these bookings at the time of IC’s request for termination of IC’s enrollment. The IC understands and agrees that the IC will forfeit any commission on all pending and future bookings through KHM. This provision does not apply to IC’s clients whose travel is not booked under KHM’s credentials. KHM is not obligated and will not assist or otherwise transfer pending or future bookings made under KHM credentials prior to IC’s termination of enrollment, to any other provider.
If IC chooses to come back within ninety (90) days of termination ALL fees must be paid in full and any commission received during the ninety (90) days will be paid back to the IC. If the IC chooses to re-enroll after the 91st day or later, the IC will be treated as a new IC and all transferred bookings will remain in KHM’s property.
Access to myTravelCRM. Upon termination from KHM, IC’s account on myTravelCRM will become inactive. Client, booking, reporting, and marketing data will become unavailable to the IC. IC may request their client data be exported from myTravelCRM within thirty (30) days of termination.
KHM Credentials. Upon termination of this IC Agreement, IC shall cease and desist from using KHM credentials, SOT number, logo, or other items referencing KHM on their websites, Facebook, social media, emails, advertisements, and other materials.
Outstanding Balances. If an IC has an outstanding balance due KHM at the time of termination, the IC hereby authorizes KHM to collect the outstanding balance via the credit card on file.
IC Transfer of Business to Another IC. If an IC wishes to transfer their business or participating agency to another KHM agent, both parties shall complete the Transfer of Agency Form. By completing this form, the original IC agrees to no longer be an IC with KHM and will be terminated once the transfer is completed. Once KHM receives the Transfer of Agency Form and IC Agreement from the acquiring party, KHM will charge the IC the enrollment fees due and transfer the original IC’s obligations. KHM will then create a new account for the new IC and all current bookings, client lists, and unpaid commissions in myTravelCRM will be transferred to the new IC’s account. Upon approval from KHM, the new IC has the option to be assigned the original IC’s Agent ID and accounts or they can create their own IC ID, MyTravelAgentPortal account, and supplier accounts. The new IC will need any active booking numbers from the original IC so that the new IC may service the clients and bookings through the supplier websites. At no time will KHM transfer a booking to another travel agency who is not a part of KHM. KHM shall not be responsible for any dropped client or cancelled bookings caused by either the transferring IC or new IC’s failure to identify and transition any booking and shall hold KHM completely harmless for any sum due a supplier and any IC’s obligations or liability to the IC’s clients.
9. Remedies for Breach.
IC shall indemnify and hold KHM harmless for any for all losses or liability suffered by KHM caused by breach of this IC Agreement by the IC, and the IC shall be liable to KHM for monetary damages, attorney fees and costs to collect such monetary damages, and such other financial relief to which KHM may be entitled by law or as further set forth in this IC Agreement. In addition to the terms provided herein in addressing any monetary obligations and forfeitures of the IC in the event IC breaches this IC Agreement, KHM reserves the right to be immediately relieved from performing any KHM obligations due the IC under this IC Agreement and recover all funds due KHM, from the IC’s account to make KHM whole. KHM shall further be entitled to legal or equitable relief, including injunctive relief, attorney fees and costs in any action filed in which KHM prevails in seeking enforcement, defending the enforcement, or interpretation of this IC Agreement, without notice or bond, in addition to any other remedy it may have at law, in equity or under any other provision of this IC Agreement. IC further agrees to indemnify and defend KHM, and hold KHM completely harmless, for any loss or claim caused by the IC’s failure to perform any duties and obligations of IC set forth in this IC Agreement and Attachments hereto.
10. Venue. Any controversy or claim arising out of or relating to this IC Agreement which either the IC or KHM seek to file, shall be filed in the Court of Common Pleas of Medina County, Ohio.
11. Partial Validity. If any provision of this IC Agreement is held by a court of competent jurisdiction to be invalid, void, or not enforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any manner.
12. Law Governing IC Agreement. This IC Agreement shall be governed by and construed in accordance with the laws of Ohio.
13. Non-Assignability. Except as provided in this IC Agreement, this IC Agreement shall not be assignable by the IC without the written consent of KHM.
14. Complete IC Agreement; Modification or Waiver. This IC Agreement represents the complete understanding of the parties with respect to the described IC relationship. Terms and Conditions with respect to fees, commissions and charges are further set forth in Attachment A and Attachment B which are incorporated into and fully part of this IC Agreement as if fully rewritten herein. No waiver, amendment, or change of any provisions of this IC Agreement shall be deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.
15. Reservation of Rights by KHM to Amend Terms
KHM reserves the right to make amendments to this IC Agreement. These amendments may be the result of policies and requirements of travel suppliers and government regulation beyond KHM’s control. Amendments and/or changes to this IC Agreement shall be effective automatically thirty (30) days after electronic notification to the IC. Amendments and/or changes to commissions will not apply to any bookings made prior to the effective date of such changes provided that the IC has entered the booking in accordance with this IC Agreement. The IC shall be bound by the amendments as of their effective date, unless the IC elects to terminate the IC Agreement by providing written notice to KHM of their election to terminate IC Agreement within ten (10) days of the effective date of such amendments.
Registration Fee – $99
Monthly – $49.95
Annual – $498
Late Fee – $25
Transfer of Business to New IC – $99 plus monthly or annual fee
Transfer of Business to Existing IC – $50
Commission Rate Split*
New to KHM Travel Group – 80% Commission Split Rate
Becoming a Master Agent from being a Sub-agent – 80% Commission Split Rate
Received $5,000 or more in a calendar year – 90% Commission Split Rate
Commission Schedule & Standards
Pay weekly commission every Friday
Membership Fee is current
Client has departed
Supplier has paid KHM Travel Group
Due a minimum of $10 or more
91-180 days after travel: 50% Forfeit
181 days or more after travel: 100% Forfeit
Advanced Commission Payout ** $20
Non-Sufficient Funds – $30
Income Wire – $15
Outgoing Wire – $25
Form 6166 – $85
Refund to Agent or Client (Check or ACH) – $10
Manual Commission Check to Agent – $20
Credit Card Chargeback for Membership Fee – $25
Credit Card Chargeback/Disputes – $75
Invoice Assisting Fee – $20
Group Assisting Fee – $50
USPS First Class Based on Current Postage Rate
USPS Priority Based on Current Postage Rates
USPS Express Based on Current Postage Rates
*KHM reserves the right to offer a different Commission Split Rate on non-preferred/approved suppliers.
**Advance is given if an IC fell in credit card decline and missed cutoff or there was a typo and the IC called in and the situation was resolved. If the IC doesn’t wish to wait until the next run, an Advancement Fee does apply.
***Postage is calculated by weight and zip code in accordance to current pricing.
ATTACHMENT B-GROUP TRAVEL TERMS AND CONDITIONS
Group Travel. Group space is created to facilitate business opportunities in the areas of promotional/speculative, affinity and the corporate/incentive markets. As an IC, it is important to understand that all IC bookings under the KHM Booking Credentials can be viewed by other ICs enrolled with KHM. It is imperative that all ICs respect the bookings of all KHM ICs and shall not access such information without the expressed permission of the IC who has established the group booking. The procedures and policies set forth below are subject to change by KHM and are a condition of use of the KHM Booking Credentials. Any IC using the KHM Booking Credentials agrees to indemnify and hold KHM completely harmless for any loss or claim of the IC, or the IC’s clients, caused by the actions of another IC accessing their KHM booking, and agree to pursue such claims against the offending IC individually.
Group Travel Booking. It is the IC’s responsibility to examine the supplier group contract and all documentation associated with the group to verify all the information is correct as requested. The IC is responsible for keeping to the contracted schedule for deposits, payments, space reduction, cancellation, and penalties. The IC is expected to ensure their client clearly understands the supplier’s terms & conditions, schedules, policies, fees, and requirements as stated. Group commissions are paid after the group has completed travel. Monies paid to and processed by KHM, i.e. commission, bonus commission, marketing funds, and unallocated tour conductors/complimentaries, will be paid to the IC after commission split. If the IC develops a group with the help of a third party, the IC will be solely responsible to any third party for such an agreement and shall hold KHM harmless and defend KHM for any claim asserted by a third party related to the travel booked or payment of commission. KHM will only pay a commission subject to split due for booked travel to the IC booking travel with KHM credentials, and will not pay commission or other fees, costs, or claims to another entity that is not an IC of KHM.
KHM Approval Required. Group Space that requires a signature and is considered a “Contracted Group” by the supplier must be approved and signed off by KHM. (See the main body of the IC Agreement Section 1 Contracts and Authority to Bind) KHM will hold the ultimate authority when it comes to reducing/cancelling space as per contract to avoid attrition and penalties.
If IC group has a “Value Add” or a credit card overcharge, KHM will be required to authorize the value. Each cruise line has their own policy and procedure for credit card overcharges. Monies collected for group specific amenities must clearly be written out and approved by KHM to be paid at 100%. Payments will not be released until KHM receives payment from the supplier.
Approval for Tour Conductor (TC) assignment or Overpayment Allocations must be made at least two (2) weeks prior to the sailing. Requests received within two (2) weeks of sailing may not be applied to the booking. If the TC is to be paid out to the Group Leader via check, the IC must complete a Group Leader Refund Form. All overpayments require KHM’s signature of approval and are subject to KHM’s review.
Requesting Group Space. All group space must be reported to KHM prior to requesting or confirming a group block. To request group space or to report a group to KHM, email [email protected]
Naming an IC Cruise Group Booking. An IC is not permitted to use KHM Travel Group’s name when naming their group space. To hold group space, KHM ICs must use the following naming convention to identify their group: GRP-KHMICID/IDENTIFIER i.e. GRP-20023425/Smith Wedding. This convention does two (2) things: it allows KHM to identify the IC of record for any communication sent to the Corporate Office and allows ICs to know that space belongs to a specific KHM IC, whom the Corporate Office can contact upon request.
Booking within Another IC’s Group. ICs are not permitted to book into an established group space of another IC without the permission and acknowledgement of the booking IC. If IC discovers that group space exists on a sailing and IC would like to book into the group, IC should call KHM and speak with the Group Department or email [email protected] for assistance. KHM will reach out to the agent of record and will share the contacting agent’s information for them to contact. Once an IC obtains permission to book into another IC’s group space, the following is understood:
- The IC of record for the group will earn the Tour Conductor (TC) on the group in accordance to the cruise line’s policy based on the number of cabins sailed.
- An IC who books into another IC’s group will earn the commission on the cabin confirmations they confirm inside the group.
- ICs must confirm with the Commissions Team to verify the proper CRM entry on the bookings.
All KHM ICs can book into the group space held by Travel Leaders Network. To see what cruise space is available, ICs can log into Agent Universe and reference Cruise Space. If an IC is booking into a Royal Caribbean, Celebrity, or Azamara TLN Group, the IC must record the booking with the cruise line’s group number – individual booking confirmation, i.e. 987654-1234567.
Shared Group Cruise Booking. KHM does not advise ICs to share a single group contract due to the increased risks involved to the IC parties. KHM will not mediate any misunderstandings between the ICs involved in the group, and each IC of the group agrees that they will jointly and individually, hold KHM harmless, for any loss, claim or liabilities suffered within the group or between ICs. If two or more ICs decide to move forward with a single group contract, KHM should be made aware of the group booking via email to [email protected] ICs should consider the following:
- ICs must record all bookings in myTravelCRM for commission payout using the Group/No Contract Entry.
- It is recommended an agreement be set in writing and signed by all ICs involved.
One IC will be listed as the primary “agent of record” and will be responsible for submitting all group reports to KHM.
- IC’s agreement should commit to a written and signed understanding of amenity assignment and Tour Conductor (TC)/Complimentary (Comp) split.
- The primary booking IC must submit the group’s report to the Agency as back up documentation for commission/TC/Comp payout.
ICs who decide to book a group together where each IC secures their own group space on the same sailing must follow the cruise lines’ Agency limits policy. This type of group booking will be seen by KHM as individual group bookings and not a shared group.
Unused Group Shells. KHM reserves the right to takeover or cancel group shells that have not been utilized for Agency use. There are certain cruise suppliers (Princess Cruises, Holland America Line, and Cunard) that denote groups shells to the Agency and will allow a shell to stay open for the remainder of the assigned voyage. In cases where an IC creates a group shell and fails to cancel and utilize the space, the Agency will take over the shell. The booking will be denoted as HDQ-20023425 Open to Agency, allowing all agents to book into.
Group Travel Payment. Group contracts must be paid to the full gross amount of the total contract. Any payment on a cabin or room made to the net amount or a payment made less than the full gross total is not permitted. ICs who are found to be in breach of gross payment on groups will be subject to a penalty equal to commission split of the gross total and possible termination based on review. (See the main body of the IC Agreement section 3 All Commissions Are Based Upon Payments on Full Gross Amount.)
Land Travel Assumed Risks and Conditions. ICs who are contracting traditional land contracts for promotional or speculative space, taking on the “group leader” role, can apply monies to secure the group at group level. The IC must be aware of the supplier’s specific policy on group refunds and overcharges. The IC must complete the Agency Group Level Deposit Form for payment authorization. KHM, at the Agency level, will process and apply the deposit to the group level. Once the IC has booked clients into the group block and the clients have made their full deposit, the IC can choose from the following:
- Monies can be allocated to the IC’s personal booking record;
If permitted by the supplier contract guidelines, KHM can process a group level refund back to the IC; or
- Monies can be returned to the IC in accordance with the supplier’s group guidelines and would be subject to commission split.This is only permitted on speculative or IC promotional groups and is subject to a fifty dollar ($50.00) non-refundable administrative fee.
Land Groups that earn a comp stay that is paid back to the Agency after the trip has been completed need to be addressed as the following:
- If monies are due to the Group Leader, the Group Leader Refund Form needs to be completed.
- Monies not designated as owed to the group will be treated as commission subject to split.
Cruise Travel Assumed Risks and Conditions. ICs who are contracting speculative or promotional group space, taking on the “group leader” role, can apply monies to secure the group at group level. The IC must complete the Agency Group Level Deposit Form for payment authorization. KHM, at the Agency level, will process and apply the deposit to the group level. Once the IC has booked clients into the group block and the clients have made their full deposit, the IC can choose from the following:
- Monies can be allocated to the IC’s personal booking record, or
- KHM can process a group level refund back to the IC once the payment has been received from the supplier. This is only permitted on speculative or IC promotional groups and is subject to a $50.00 nonrefundable administrative fee.
Occasionally, the IC may find that they require additional time for promoting and selling of the group space and may be faced with deposit deadlines in order to maintain the group’s promotional pricing. The IC may utilize a credit card to satisfy the deposit requirements; however, that credit card payment must be at group level and not applied to individual client bookings, even if client has been berthed into a cabin. If the IC is traveling with the group as the escort, funds from that bulk credit card deposit may be allocated to the IC’s booking within the group. If the IC is not traveling with the group, any funds processed at group level will remain there and refunded after the group has been finalized and all commissions/compensation is paid on the group booking.
Holding multiple or duplicate group blocks. Cruise lines have specific limits on the allowable group space an agency can hold. To guarantee KHM, as an agency, stays compliant with cruise line policy, ICs are prohibited from booking multiple group space on the same sailing or on multiple sailings on the same line within the same sailing period. If an IC needs assistance in booking a group, IC should email [email protected] to set up a coaching call with one of KHM’s cruise specialists. ICs who are found to be in violation of booking multiple group space will be subject to agency recall. The IC will receive a 48-hour notice from KHM to reconcile their space prior to KHM releasing space to remain compliant with cruise line policy.
FIT rolled into Group Shells. There are certain cruise lines (Princess Cruises, Holland America Line, Cunard) that will move any Agency individual booking under the Agency established group shell. It is important for ICs to review all group reports prior to changing the status of a group or the sailing to address any concerns or discrepancies with KHM’s Groups Team. Moving cabins under the group shell is a cruise line policy/procedure and KHM cannot remove bookings that the cruise line moves into the group. Occasionally there are multiple approved shells on the same sailing and individual bookings and other group shell bookings will default into the initial group shell. If this happens, notify KHM’s Groups Department so they can assist in the matter.
Air Travel Assumed Risks and Conditions. The IC does not have the right to sign or directly enter into any group air contracts or other contracts with any airline carrier involving any of KHM’s booking credentials. If the IC does so, the IC risks all of the following:
- Termination of IC Agreement with KHM;
- Financial responsibility for any debit memos from the airline/carrier;
- Loss of payment on any commission or fees generated on the group;
- Monetary damages as otherwise set forth in the IC Agreement.
Domestic Hotel Assumed Risks and Conditions. An IC who contracts with a domestic hotel or resort directly must provide KHM Travel Group as the Agency Name of Record, and all Agency information must reflect that of KHM’s Corporate Office. If Agency information is needed, the hotel/resort should be directed to KHM’s Commissions Team. If an IC signs a contract with the hotel, entering into the fiduciary role of the contract, the IC will be held responsible for any attrition or penalties occurred.
Remedies for Wrongful Use. An IC’s breach of the Group Travel Terms and Conditions shall subject the IC to liability to KHM as set forth in the IC Agreement with KHM. Further, if an IC accesses another IC’s group space and cancels, modifies, or utilizes the group allocation, the IC who performed the actions may be liable and financially responsible for all monetary compensatory and punitive damages to the IC of record and members of the group, as they assert against the violating IC. The damages may include rate increases, applicable penalties, different cabin/room allocations and other financial commitments incurred by the modification. KHM reserves the right to immediately terminate an IC’s enrollment as an IC with KHM in the event an IC:
(1) signs a contract or circumvents the KHM Group Team to contract a group
(2) uses their IC credentials to access another IC’s group booking information or another IC’s client
(2) cancels or alters any client booking of another IC’s group or contract with a supplier
(3) knowingly adds bookings to another IC’s group without that IC’s expressed consent
(4) attempts to use information of another IC group for solicitation of travel business
(5) directly contacts a client of another IC within another IC’s group
(6) otherwise causes the loss of travel for another IC’s client
(7) acts in any manner which adversely interferes with another IC’s business relationship with their client or the suppliers
(8) fails to take corrective action as requested by KHM in resolution of disputed use of another IC’s group travel plans. KHM will attempt to resolve disputes between ICs if needed. Any questions regarding bookings on a supplier booking site are to be addressed with KHM’s Agent Support Team immediately.