Memorandum of Understanding — Ayala Travel and Tours & Mercury Travel

Parties

• Ayala Travel and Tours (“Ayala”) — a travel agency promoting and selling tours in New Zealand.
• Mercury Travel (“Mercury”) — a New Zealand-based tour operator providing guided nature tours and related services.

Background and purpose

The parties acknowledge that Ayala acts solely as an agent for the sale of tours operated by Mercury, and that operational responsibility — including the conduct of tours and supervision of guides — rests with Mercury.

1. Obligations of Ayala Travel and Tours

• Provide clients with all pre-tour documentation supplied by Mercury, including risk disclosures, tour hazards, and safety information.
• Direct clients to review the detailed tour hazards and safety information available in the Mercury Travel key app.
• Obtain confirmation from each client, prior to finalising any booking, that they have read and understood the pre-tour overview and associated risk information.
• Require that any guides proposed for New Zealand tours hold current First Aid qualifications and are competent to conduct nature walks in New Zealand.
• Confirm that proposed guides have prior experience in New Zealand tours or have undergone adequate familiarisation.

Ayala shall not be responsible for the actions, conduct or performance of guides during the tour, as operational control and supervision of guides remain exclusively with Mercury Travel.

2. Obligations of Mercury Travel

• Assume full operational responsibility for all tours, including supervision of guides to comply with Mercury Travel's Safety Management System.
• Ensure that all aspects of the tour (accommodation, transport, activities and suppliers) are fully booked, confirmed and operational prior to departure.
• Verify that all activities and suppliers are either certified or have their own verified Safety Management System in place.
• Ensure that all operators and contractors, when using Mercury Travel's Department of Conservation concessions, operate fully within Mercury Travel's Safety Management System procedures.
• Require all guides to understand and sign off on compliance with all relevant safety procedures before engaging in any tour operations.
• Retain ultimate responsibility for client safety during the tour and for the actions of guides and contractors while the tour is in progress.

3. General cooperation and liability

• Communicate promptly regarding any changes to tour details, client needs or safety concerns.
• Maintain professional standards and prioritise client safety at all times.
• Share relevant feedback to continuously improve the partnership and tour experience.

The parties acknowledge that Ayala acts solely as a booking agent and shall not be liable for any acts, omissions or incidents occurring during the operation of the tour, including those involving guides, contractors or third-party suppliers.

4. Term and termination

This MOU is effective from the date of signing and will remain in force until terminated by either party with 30 days' written notice.

Sign-off