These SHERPA GUIDE NEPAL Terms of Service (this " Agreement ") govern your purchase and use of all SHERPA GUIDE NEPAL services (collectively, the " Services "), as described in the Order Form(s) submitted by you and accepted by SHERPA GUIDE NEPAL. You must accept the terms of this Agreement in order to use the Services. BY CLICKING ON THE "BOOK THIS PACKAGE" BUTTON WHILE PURCHASING, AND/OR REGISTERING FOR AND USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AS WELL AS ALL POLICIES AND GUIDELINES, WHICH ARE INCORPORATED HEREIN BY REFERENCE. SHERPA GUIDE NEPAL may modify any of the terms and conditions contained in this Agreement, at any time in its sole discretion. Any modifications are effective upon posting of the revisions on the SHERPA GUIDE NEPAL website (the " Site "). Your continued use of the Services following SHERPA GUIDE NEPAL posting of any modifications constitutes your acceptance of the modifications. If you do not agree to the terms of any modification, do not continue to use the services and immediately notify SHERPA GUIDE NEPAL of your termination of this Agreement in the manner described in Section 1.1 below.
Term and Payment for Services.
This Agreement will be for a “Term” of package duration as mentioned in each package by SHERPA GUIDE NEPAL. This Agreement will be automatically effective upon booking the desired package and our confirmation for the same unless you provide SHERPA GUIDE NEPAL with written notice of termination at least 30 days before the Package Start date or the date that has been mutually agreed upon, whichever is then applicable. To provide your notice of termination, you can do so via "Contact Us" page to initiate the cancellation of your service.
This Agreement may be terminated: (i) by you or SHERPA GUIDE NEPAL prior to any Term, without cause, by giving the other party 30 days prior written notice; (ii) by SHERPA GUIDE NEPAL in the event of nonpayment by you and (iii) by SHERPA GUIDE NEPAL, at any time, without notice, if, in SHERPA GUIDE NEPAL's sole judgment, you are in violation of any terms or conditions. If you terminate this Agreement, or if SHERPA GUIDE NEPAL terminates this Agreement for your breach, before the end of the Package Term, whichever is then applicable, you will be required to pay immediately all fees and costs accrued before the termination date, all pre-paid fees for each services booked or rendered on your behalf for the agreed Package and the Term mentioned therein, and any other amounts you owe to SHERPA GUIDE NEPAL under this Agreement.
You will pay all charges for your use of the Services at the then current SHERPA GUIDE NEPAL prices. You are responsible for paying all federal, state, and local sales, use, value added, excise duty and any other taxes assessed with respect to the Services, other than taxes based on SHERPA GUIDE NEPAL net income.
You will pay a minimum of 30% to confirm your booking for the desired Package and its Term. You will pay all subsequent charges for Services in advance prior to the commencement of any Package or Travel Arrangement Date, according to the then current price for the Services. You may pay for the Services through your convenient method or as mutually agreed between you and SHERPA GUIDE NEPAL. Your failure to fully pay any fees and taxes prior to package commencement date is a material breach of this Agreement, justifying SHERPA GUIDE NEPAL to suspend its performance and terminate this Agreement. If SHERPA GUIDE NEPAL terminates for your material breach, you will be required to pay immediately all fees and costs accrued before the termination date, and any other amounts you owe to SHERPA GUIDE NEPAL under this Agreement. You are responsible for any costs SHERPA GUIDE NEPAL incurs in enforcing collection, including reasonable attorneys' fees, court costs and collection agency fees.
Refund and Disputes.
All payments to SHERPA GUIDE NEPAL are nonrefundable. This includes any applicable setup fees and subsequent charges regardless of usage. All overcharges or billing disputes must be reported within 30 days of the time the dispute occurred. If you dispute a charge that, in SHERPA GUIDE NEPAL's sole discretion is a valid charge under the provisions of this Agreement, you agree to pay SHERPA GUIDE NEPAL an "Investigation Fee" of $150.00.
Third Party Services.
SHERPA GUIDE NEPAL may provide you access to other third party services ("Third Party Services ") through relationships, SHERPA GUIDE NEPAL has established with certain commercial vendors. Unless otherwise notified, Customer understands that technical support for Travel Sevices is provided by SHERPA GUIDE NEPAL and not by the Third Party. Neither SHERPA GUIDE NEPAL nor any Third Party makes any representations or warranties, express or implied, regarding any Third Party Services. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THIRD PARTY SERVICES IS AT CUSTOMER'S SOLE RISK AND SUCH THIRD PARTY SERVICES ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND FROM SHERPA GUIDE NEPAL OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF RESPONSES OR RESULTS, CORRESPONDENCE TO DESCRIPTION, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER SHERPA GUIDE NEPAL NOR ANY THIRD PARTY WILL BE LEGALLY RESPONSIBLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OR INABILITY TO USE ANY THIRD PARTY SERVICES. CUSTOMER AGREES TO OBSERVE THE TERMS AND/OR APPLICABLE AGREEMENT FOR THIRD PARTY SERVICES AND THAT CUSTOMER SHALL BE FULLY LIABLE TO THIRD PARTY AND SHERPA GUIDE NEPAL WITH RESPECT TO ANY IMPROPER USE OF SUCH THIRD PARTY SERVICES OR VIOLATION OF LICENSE AGREEMENTS WITH THEM AND/OR APPLICABLE END USER SERVICE AGREEMENTS.
SHERPA GUIDE NEPAL reserves the right to suspend or terminate the Service immediately or take any other corrective action it deems appropriate in its sole discretion if in the sole judgment of SHERPA GUIDE NEPAL your actions is the source any violation of theTOS Agreement or for any other reason which SHERPA GUIDE NEPAL chooses. If inappropriate activity is detected, all of your services with SHERPA GUIDE NEPAL will be held in Status Quo until an investigation is complete. Prior notification to you is not assured. In some cases, law enforcement will be contacted regarding the activity. These rights of action, however, do not obligate SHERPA GUIDE NEPAL to monitor or exert editorial control over the information made available for distribution via the Services. If SHERPA GUIDE NEPAL takes corrective action because of a possible violation, SHERPA GUIDE NEPAL will not refund to you any fees you paid in advance of the corrective action.
The TOS specifically prohibits the use of our service for illegal activities. Therefore, you agree that SHERPA GUIDE NEPAL may disclose any and all of your information etc. to any law enforcement agent who makes a written request without further consent or notification to you. In addition, SHERPA GUIDE NEPAL shall have the right to terminate all service set forth in this Agreement.
SHERPA GUIDE NEPAL exercises no control over and accepts no responsibility for, any service that is deemed unserviceable by SHERPA GUIDE NEPAL due to natural, unnatural or man-made calamities, rendering those services to be provided obsolete. PURSUANCE OF SUCH SERVICES WITHOUT HEED OR TAKING ANY bits of advice FROM SHERPA GUIDE NEPAL OR ANY ENTITY THEREOF IS AT YOUR OWN RISK. ALL SUCH SERVICES PERFORMED UNDER THIS AGREEMENT THEREOF ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE BY SHERPA GUIDE NEPAL. SHERPA GUIDE NEPAL DOES NOT MAKE AND DISCLAIMS, AND YOU WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING IMPLIED WARRANTIES OF SERVICEABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. SHERPA GUIDE NEPAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, HAZZARD-FREE, OR COMPLETELY SAFE AS TRAVEL TO HIGH ALTITUDES AND REMOTE AREAS OF NEPAL ARE DEEMED HAZARDOUS IN ITSELF.
Limitation and Exclusion of Liability.
IN NO EVENT WILL SHERPA GUIDE NEPAL OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNINTENTIONAL INTERRUPTION OF SERVICES OR FAILURE TO PROVIDE THE SERVICES ALREADY AGREED UPON DUE TO UNFORESEEN CIRCUMSTANCES VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER SHERPA GUIDE NEPAL NOR ITS SUPPLIERS WILL HAVE LIABILITY WITH RESPECT TO SHERPA GUIDE NEPAL OBLIGATIONS UNDER THIS AGREEMENT, OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF SHERPA GUIDE NEPAL HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES. THE LIABILITY OF SHERPA GUIDE NEPAL AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION IS LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO SHERPA GUIDE NEPAL UNDER THIS AGREEMENT DURING THE 1 MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER SORTS. THE FEES FOR THE SERVICES SET BY SHERPA GUIDE NEPAL UNDER THIS AGREEMENT HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU RELEASE SHERPA GUIDE NEPAL AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THE LIMITATION STATED IN THIS SECTION.
In agreeing to the SHERPA GUIDE NEPAL Agreement, you agree to indemnify, defend and hold harmless SHERPA GUIDE NEPAL, its employees, directors, partners, representatives and affiliates, for any violation by you or your customers of this Agreement that results either in loss to SHERPA GUIDE NEPAL or the bringing of any claim against SHERPA GUIDE NEPAL by any third-party. For example, if SHERPA GUIDE NEPAL issued because of you or your customer's activity related to the Services, you will pay any damages awarded against SHERPA GUIDE NEPAL, its employees, directors, partners, representatives, and affiliates, plus all costs and attorney's fees.
SHERPA GUIDE NEPAL and you agree that, except as otherwise expressly provided in this Agreement, the Booking Form(s) or the terms and conditions of services of any third party, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or your customers. THIS AGREEMENT IS MADE UNDER AND WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEPAL (EXCEPT THAT BODY OF LAW CONTROLLING CONFLICTS OF LAW) AND SPECIFICALLY EXCLUDING FROM APPLICATION TO THIS AGREEMENT THAT LAW KNOWN AS THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF SERVICES. EXCLUSIVE VENUE FOR ALL DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE THE DISTRICT COURTS IN KATHMANDU, AND EACH PARTY IRREVOCABLY CONSENTS TO SUCH PERSONAL JURISDICTION AND WAIVES ALL OBJECTIONS THERETO. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. You may not sell, assign or transfer its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of SHERPA GUIDE NEPAL, and any attempted assignment or delegation without such consent will be void. SHERPA GUIDE NEPAL may assign this Agreement in whole or part. SHERPA GUIDE NEPAL also may delegate the performance of certain Services to third parties. All notices, demands, requests or other communications required or permitted under this Agreement shall be deemed given when delivered personally, sent by email upon confirmation, sent and received by return receipt email, or upon receipt of delivery of overnight mail. You and SHERPA GUIDE NEPAL are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between you and SHERPA GUIDE NEPAL. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.
All provisions of this Agreement relating to your warranties, limitation and exclusion of liability, your indemnification obligations and payment obligations will survive the termination or expiration of the Agreement.