List and Sell

Referral Fees:

22.5% of Sales Proceeds from each consumer transaction.

Listing and Maintenance Fees:

90 EUR set up fee for the first trip (e.g. Surfcamp X in Indonesia).

50 EUR set up fee for every additional trip you would like to list (e.g. Surfcamp X in Mexico).

40 EUR per trip yearly maintenance fee starting after the first year.

Only applicable when LUEX generates bookings for the Operator. The fees will be deducted from the first bookings made. In case of no bookings the operator does not have to pay the fees.

1. Operator Product Listing and Orders

Product Information:

Operator is the seller and will provide LUEX with all required product information, will ensure that all information on the website is at all times current, accurate, complete and relevant to the product and will ensure that the Operator’s products and offers comply with applicable laws. The operator is also responsible to determine the sales price (including LUEX commission) and to keep it updated on the website.

Product Listing and Merchandising:

LUEX will list Operator products for sale in the appropriate product categories and will conduct merchandising and promotion of Operator products. Operator acknowledges and agrees that LUEX may implement mechanisms that rate and/or allow persons to rate and provide feedback regarding Operator products and to make such ratings publicly available.

Booking Processing:

For each product sold through the platform LUEX will forward all booking information to Operator. LUEX will collect all sales proceeds and will remit all sales proceeds less the referral fees to the Operator on a monthly basis. The costs for money transfers from the client to the LUEX that may occur (e.g. credit card fees) will be covered by LUEX. The cost for money transfers from LUEX to Operator will be covered by the Operator. For all bookings prior 60 days of departure LUEX will forward a deposit of 10% of the net price at the end of the month. The remainder will be paid at the end of the month and at least 60 days before departure date. For all bookings within 60 days prior to departure LUEX will forward the money at the end of the week in which LUEX received the money from the client.

Availability Information:

Operator will provide availability information on request and within 24 hours. Operator may choose to feed availability information into LUEX systems. If the Operator chooses to do so he will guarantee accuracy of the availability information.

Quality Standards:

LUEX will remain the right to refuse or to remove a listing without further explanation if the product listing does not meet LUEX quality criteria or is misleading and inappropriate.

2. Sale and Operation, Refunds and Returns

Operator’ Terms & Conditions

Operator is aware that the contractual agreement of the product sale will be concluded directly between the Operator and the client under usual circumstances. Operator may provide LUEX with its General Terms & Conditions to make it available to the traveler. In the case that Operators’ GT&C contradict LUEX GT&C (Booking a Travel Package on the LUEX.com Internet Platform) then LUEX GT&C will overrule the Operator’s GT&C. Under certain circumstances (e.g. if a client requires LUEX to be contractual partner) LUEX may choose to sell Operator products under the LUEX name without giving further notice to the Operator.

Sale and Operation

Operator will: a) operate all products in accordance with its product information, booking information, its General Terms& Conditions, and all applicable laws valid for his operation; b) will ensure that all licenses, permissions and certificates of professional competence which are necessary for its operation are held; c) ensure that its employees and service providers are regularly trained and qualified for their job; d) ensure that all transportation devices are maintained and roadworthy; e) will ensure that the entity identified on the cover page of this agreement itself is the operator; f) will provide a booking specific travel voucher or written confirmation for each booking that will identify the Operator as the seller to which a customer may make claims against. LUEX will forward such information to the client. Operator will not send customers emails or contact customer by other means confirming booking of Operator products.

Claims and Refunds

Operator will accept and process claims and refunds relating to the Operator products. Operator will determine and calculate the amount of all refunds and will route all such refunds directly to the customer. LUEX will not refund any referral fees related to the refund to the operator.

3. Problems with Operator Products

Operating Errors

Operator will be solely responsible and hold LUEX harmless in regard to any clients claims for any non-performing, misperforming or other mistake or act in connection with the operation and delivery of Operator Products, except to the extent caused by LUEX failure to make available to Operator Booking Information as the same was received by LUEX or resulting from address verification.

4. Parity with Operator’s other sales channels

Operator’s duties to ensure parity

Operator will ensure that there is at least parity between offerings through all Operator’s sales channels (including Operator’s own offers, other agencies or the like) and the LUEX.com platform: a) Operator is making all or more products available on the LUEX.com platform than the Operator offers through its other sales channels; b) Operator is making all of its vacant capacities available on the LUEX.com platform; c) Operator’s product prices are as low or lower on the LUEX.com platform than in its other sales channels; d) Operator’s services are at least as favorable for LUEX customers as for customers of other sales channels; e) Operator’s content on the LUEX.com internet platform is at least as complete and accurate and at least of the same quality as in his other sales channels.

Best Price Guarantee

In case that the price of comparable product is lower in Operator’s other sales channels (including Operator’s own offers, other agencies or the like) than on the LUEX.com Internet platform LUEX may choose to match that price to guarantee the clients best prices. The Operator is aware of that and will still grant LUEX the commission as agreed on the cover sheet.

5. Bypassing

Distinction of Operator’s Client versus LUEX Client

A particular client or group of client is considered the Operator’s client and LUEX is not eligible for the commission of a booking if:

1. the client or the group of clients contacted the Operator before LUEX

A client is considered a LUEX client and LUEX is eligible for the commission of a booking if any of the following applies:

1. the client or the group of clients contacted LUEX before the Operator and
   1. inquired explicitly about any of the operators’ packages, or
   2. LUEX recommended any of the operator’s packages, or
   3. LUEX has sent a request or inquiry to the operator on behalf of the client or group of clients.
2. the client or group of clients tells/notifies the Operator that he/she/they got to know and became interested in Operator’s package via LUEX and its marketing channels
3. any other obvious indications showing that the client or group of clients got to know and became interested in Operator’s package via LUEX and its marketing channels

Operators’ Duties

The Operator will inform LUEX and will revert a LUEX client back to LUEX.

Unintentional Bypassing

If an Operator accepts a booking from a direct client who is considered a LUEX client without intention or without knowing then the Operator is still obliged to pay LUEX the commission agreed on the cover page.

Intentional Bypassing

If an Operator accepts a booking from a direct client, which is considered a LUEX client, intentionally – if it can be proven that the Operator was aware of a client being a LUEX client, the Operator is obliged to pay LUEX 5 times the commission agreed on the cover page.

6. Use of LUEX Transaction Information

Restrictions

Operator will not directly or indirectly: a) transfer any LUEX Transaction information (e.g. Customer addresses, etc.); b) use LUEX Transaction information for its own marketing purposes; c) contact a person that has booked with LUEX without permission of LUEX or in cases that can be considered an emergency; d) disparage LUEX.

7. Compensation

Referral Fees

Operator will pay LUEX the applicable percentage of the Sales Proceeds as specified on the cover sheet of this agreement.

Listing and Maintenance Fees

The set up and yearly maintenance fee, as specified on the cover sheet of this agreement, has to be paid, when the first booking of a package is received by LUEX. Therefore the fees are only applicable when LUEX generates bookings for the Operator. The fees will be deducted from the first bookings made. In case of no bookings the operator does not have to pay the fees.

General

Except as expressly provided otherwise in this agreement, each party will be responsible for all costs and expenses incurred by it in performing its obligations under this agreement. LUEX will reasonably determine referral fees applicable to each transaction based on the product sold and the referral fee information on the cover page. LUEX reserves the right to invoice Operator for amounts due and not otherwise paid to LUEX and the Operator will promptly pay that amount if justified.

8. Propriety Rights and Licenses

Content, Trademark and Product Information License

The Operator hereby grants to LUEX a royalty free, non exclusive, worldwide, irrevocable right and license to: a) use, display and distribute any content, trademarks and/or product information provided by the operator. This includes all text and media which is published on the operators website and which LUEX copies to LUEX.com; b) adapt, modify, re-format and create derivative works of content and product information.

9. Representations, Declarations and Guarantees; Indemnity

Representations, Declarations and Guarantees

Each party represents, warrants and declares and guarantees to the other that: a) it is a Person duly organized, validly existing and in good standing; b) it has all requisite right, power and authority to enter into this agreement and perform its obligations and grant the rights, licenses and authorizations it grants hereunder; c) this Agreement has been duly authorized, executed and delivered by such Party, and constitutes its legal, valid and binding obligations enforceable against it in accordance with its terms; and d) it will comply with all applicable Laws in its performance of its obligations and exercise of its rights under this Agreement.

Indemnification

Each of LUEX and Operator will defend, indemnify and hold harmless the other party from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses arising out of any claim. Each party will cooperate with the other party to avoid claims or to keep damages arising out claims as low as possible.

10. Tax Matters

@ All operators:

The Operator will be responsible for the collection and payment of any and all Operator Taxes. The Operator agrees that it is the Operator's responsibility to determine whether VAT, customs duties, bed taxes or tourist taxes, excise taxes or other taxes apply to the sale of Operator Products and to collect, report and remit the correct tax, as applicable, to the appropriate tax authority. Operator agrees that, unless otherwise agreed by LUEX in advance in writing, the price stated by Operator Products is inclusive of any VAT, customs duty, excise tax or other tax that the Operator may be required to remit in connection with such sale. Operator also agrees that LUEX is not obliged to determine whether VAT or other taxes apply to any sale of any Operator Products and LUEX is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.

@ European Union Operators (except Germany):

Without prejudice to the generality of the foregoing:

VAT will not be charged by LUEX on any referral fees If Operator is a business that is established in a European Union country. Operator will determine whether VAT on Referral Fees need to be paid in their country and will submit applicable VAT on referral fees to the operator’s applicable tax authorities within the “Reverse Charge VAT EU legislations” themselves. The Operator understands that all referral fees are excluding any Value Added Taxes that may be payable in the country of the Operator. If the Operator operates in an European country that does not participate in the “Reverse Charge VAT EU legislations” the Operator will notify LUEX about this fact. The Operator also agrees to notify LUEX if the Operator is not considered a legal business in the country it is operating in. Operator agrees to provide the VAT registration number on request.

@ German Operators:

VAT will be charged on top of the referral fee. Example:

1000 EUR Retail Rate

200 EUR Commission

38 EUR VAT (19%)

762 EUR Remainder which will be forwarded from LUEX to the Operator.

The 38 EUR VAT can usually be claimed at the German Tax authorities by the operator.

11. Disclaimers

Disclaimers

Each party hereby waives and disclaims any representation, warranty, declarations or guarantees regarding (a) the operation of the LUEX.com website, (b) the amount of sales proceeds or other revenues that may occur during the term, and (c) any economic or other benefit that the other party might obtain through its participation in or performance under this agreement.

12. Term and Termination

General

The Term of this agreement will commence on the effective date and will continue thereafter until terminated by either party as permitted. Either party may terminate the term: a) at any time after the 2^nd anniversary of the launch date, without cause, upon 30 calendar days prior written notice delivered to the other party; b) at any time during the term of the agreement if the other party materially breaches its obligations hereunder.

13. Miscellaneous

Communications

Both parties will keep terms of this contract confidential

Independent Contractors

The parties are independent contractors and neither party will consider or represent itself an employee or agent of the other.

Jurisdiction

This Agreement will be governed by the Laws of the Federal Republic of Germany, without reference to its choice of Laws rules. Each Party hereby irrevocably consents to the non-exclusive jurisdiction and venue of the courts of Dortmund City, Germany. The Parties’ rights and obligations are not governed by the United Nations Convention on Contracts for the International Sale of Goods.

Surf:

"In the past years, I had A LOT of bookings with LUEX. Until now, I am happy to state that almost all the staff has been here and had a look at the camp. Looking forward to many more happy mutual customers."

Max Reuter (Maximum Surfcamp Portugal)

"Tim and his LUEX crew are probably one of the top guys out there. Tim has visited the Maldives very frequently in the last decade and knows the waves, boats and islands like the back of his hand and we couldn't value their reliability any higher. The packages on the Maldives can be quite complex and it is very handy to have a partner agency that really knows what it's doing."

David Mesnard (Ocean Divine Maldives)

"Tim and Phil do a very good job. They have seen most of the places themselves and are constantly traveling. They came over last year and it was great to meet in person - building even more trust and confidence. When Tim visited us, we also received great tips from him on how to improve our business. We discussed new ideas and we could learn from Lineupexplorer's experience in the business. Even though grown up landlocked, they know how to surf and what it is all about. No worries at all."

Miguel Pereira (Surfivor Surfcamp Portugal)

"You know, there's something about LUEX that i've always wanted to let others know. We have had quite some high value bookings through LUEX. Even though we pay commission, we have a lot less work, no trouble with our clients and I can say it is definitely worth it. Not to mention the amount of clients we can reach through their platform."

Alex Springenschmidt (The Chillhouse Bali)

"LUEX is a very professional partner of ours. They know their clientele very well and make sure we and the guests feel comfortable with each other by recommending the right clients to the right travel packages. If LUEX recommends the Surfcastle to their clients it’s because they know that our surf house is the best option! We hope to continue with this win-win partnership for many years to come”

Joao Sepúlveda Castanheira (Surfcastle Portugal)

"What shall I say? LUEX is one of our best partners. Even though they work very detailed, there is always a chance a plane might be late or a customer not satisfied. You know it. Even more important to know that LUEX, similar to ourselves, has a 24/7 hotline to assist its clients which takes a lot of work and stress of us. Nothing that cannot be solved individually! We have had a very good business relationship so far and are looking forward to the years to come."

Roland (Kima Surf Company)

"LUEX is a very good agency. Phil is going over and beyond to get the most for his clients and cooperation with him is always professional and pleasant at the same time. Invoices are always settled - be it before or in case of last-minute bookings after the clients travelled, we can count on them."

Peter (Ranchos Itauna Costa Rica)

"We can definitely recommend working with LUEX. Phil takes care of his clients 24/7 and communication between us is always very precise, detailed and clear - so no room for misunderstandings!

Christof Uhlmann (Otro Modo Fuerteventura)

Snow:

"LUEX consult our clients with high competence in all those frequent questions around the trip such as mountain safety, snow stability, equipment needed, travel procedures, flight bookings, insurance cover etc ... We are surprised how smooth processes run. We don´t need to support a lot. The work from our side is reduced to a minimum!"

Beat Steiner (Bella Coola Heli Sports)

"Heli-Trips are quite sensitive and specific. It is important for us to have a partner that knows the business. And Claudie and LUEX do. Easy as that."

John Forrest (Northern Escape Heli Lodge)