GENERAL TERMS AND CONDITIONS:
- This Agreement shall be deemed to have come into effect on and from the Effective Date and shall continue for a period of one year post the Effective Date unless terminated by Company by giving one month’s written notice to the Travel agents.
- The Parties hereby agree that upon expiry of the Term or the renewed term, as the case may be, this Agreement shall renew for a further period subject to approval by both the parties. Even after the termination of this Agreement, Travel agents shall honor any bookings made by Company’s customers. Further, the Company reserves the right to terminate this Agreement with immediate effect in the event of any material or other breach of the provision of this Agreement by Travel agents including without limitation on the Travel agent's inability to offer Inventory, Inventory and rate parity not being maintained by the Travel agents, failure to issue invoices to customers, bankruptcy or winding up proceedings against the Travel agents, change of Control of the Travel agents or multiple escalations from customers against the Travel agents i.e., customer satisfaction index. Travel agents shall duly intimate Company of any change of Control. In the event of any such material breach, the Travel agents shall return the unexhausted Advance (defined below) within seven days of termination of this Agreement.
- In lieu of the Company providing services to the Travel agents, the Travel agents agrees to pay the considerations as stated below:
- Consideration will be in the manner of the Commission at _____% on the total amount or the package price as charged by the travel agency.
- Amounts shall be payable on a weekly/fortnightly/monthly basis, within a period of ____ days, upon presentation of Invoice by agent to the company.
- Commission will be subject to TDS as per rates specified in Income tax act 1961 for the time being in force
- Service tax or GST as the case may be, shall be charged by the agent, as per the rates, for the time being in force –
- Commission shall be payable on the amount excluding service tax or GST
- In case if the last day for transferring the amount in travel agent’s account is a Saturday/Sunday or any public holiday than in such cases the amount will be transferred on next immediate working day.
- The rates shall be fixed by Travel agents and updated to Company's platform. At no point of time, Company shall allow booking of seats at a rate below the rates prescribed by Travel agents through the channel manager. Provided however, Company reserves the right to levy commission fee and/or cancellation charges in respect of such bookings.
- The Travel agents agrees and undertakes that it shall at all times act in good faith and shall not in any way commit acts prejudicial to the interest of the Company or the customers of Company including without limitation acts which in Company's sole discretion may amount to defrauding the Company or its customers such as misuse or abuse of any benefits, accruals or offers made available by the Company.
- Notwithstanding anything to the contrary, the tariffs, numbers or categories committed by Travel agents shall not be modified during the Term of this Agreement.
- The Travel agents shall at all times honor all bookings and reservations done by Company’s customers, once the booking is confirmed by the Company. Further, Travel agents shall ensure that, once confirmed to the customer, no bookings shall be cancelled and/or modified, without the express consent of the relevant customer. Further, in case the Travel agents is unable to honor any such booking or reservation due to any reason whatsoever, the same shall be considered as a material breach. In such a case the Travel agents shall, at all times make availability of seats at comparable (if not identical) or better alternate availability, at its own cost and expenses, to honor the confirmed bookings or reservations. The Travel agents shall be solely responsible for any consumer complaint arising out or in relation to Travel agents inability to honor the bookings.
- All descriptions on the services and/or amenities at the Travel agents website as provided by Travel agents and available for view by customers/third parties should actually be provided for. If description for amenities and infrastructure do not match then this shall comprise of material breach by Travel agents and Travel agents shall indemnify the Company for any and all claims by customers/third parties arising from the same, also the travel agent needs to reimburse for such compromise to the customers.
- By making a reservation through the Company channels, a direct contract (and therefore legal relationship) is created solely between the Travel agents and the customer by means of the customer reservation. Accordingly, any booking made through the Company's website does not imply that the accommodation services are being provided by Company which only acts as a platform to enable bookings to be made by the customer with the Travel agents. All services will be provided by Travel agents to the customer. Further, it is agreed by the Travel agents that, being the service provider to the customer, Travel agents shall be responsible and liable for providing the tickets to the customer.
- The Travel agents is bound to accept a customer as a contractual party, and to handle the online reservation in compliance with the information contained on the Company channel at the time the reservation was made, including any supplementary information and/or wishes made known by the customer.
- Company agrees to undertake promotional, marketing and other activities, details of which shall be mutually agreed. Further, the Travel agents agrees and undertakes that Company shall be at liberty to offer discounts to the customers on behalf of the Travel agents to the extent as may be intimated on a periodical basis by the travel agents to the company.
- Also, in case of all the payment made by the customer or any other online transaction, cost of the transaction will be paid by the company.
LIMITATION OF LIABILITY
- Company shall not be liable under this Agreement for any indirect, incidental, special, punitive or consequential loss or damage, any loss of profits, loss of business, loss of revenue and/or loss of goodwill, except in case of any infringement of intellectual property rights or any violation of law
- Further, notwithstanding anything in the Agreement to the contrary, the maximum aggregate liability of the Company under this Agreement shall be limited to the amounts received by the Company as commission in the month immediately preceding the month in which the cause of action arose.
No modification, amendment, waiver, discharge or termination of any of the provisions of this Agreement shall be made by the Travel Agent whereas, Company may made changes in writing specifically referring to this Agreement and a supplementary agreement entered into between both the parties.
The company will maintain the confidentiality of all such matters or information that have been provided by travel agents to the company and also travel agents needs to maintain the same level of confidentiality in the matter of the company’s confidential details shared by them. Both the parties undertake to use all precautions required to enable it to comply with all the terms of this Agreement and to ensure similar compliance of the same by its employees/ personnel.
ARBITRATION AND JURISDICTION:
All claims arising under this Agreement shall be resolved amicably by the Parties. If such dispute is not resolved amicably between the Parties within 30 days then the same shall be referred to arbitration. The arbitration proceedings shall be carried out by appointed by the Company in accordance with the rules and regulations under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted at Gujarat in English language. Subject to the above, the Parties agree to submit to the exclusive jurisdiction of courts at Ahmedabad, Gujarat in respect of any dispute under this Agreement. However, the Parties shall have the right to approach the courts at any time for injunctive relief
NOTICE FOR ADDRESS CHANGE:
All correspondence and notices under this Agreement shall be given in writing at the given address. In case of a change in address, each Party shall notify the other Party, in writing, about such change.
If any provision of this Agreement shall contravene or be illegal, invalid or unenforceable under the laws of any state in which this Agreement shall be performed or enforced, then such contravention, illegality, invalidity or unenforceability shall not invalidate the entire Agreement and the Agreement shall be modified to the extent necessary to make it enforceable.
Parties acknowledge and agree that the relationship between them is solely that of independent contractors and nothing in this Agreement is to be construed as employer / employee, franchise/ franchisee, agent / principal, partners, joint ventures, co-owners, or otherwise participants in joint or common undertaking and the relationship is purely on principal to principal basis.
The clauses of this Agreement that are by their nature intended to survive shall so survive the Term of this Agreement.
Each of the Parties understands and acknowledges that each Party shall not assign or otherwise transfer its rights or obligations under the Agreement, in whole or in part, without the prior written consent of the other Party. However, the Company may at any time assign or transfer all or any part of its rights or obligations arising under or in connection with this Agreement to any of its affiliate entities without requiring the prior written consent of the Travel agents.
This Agreement contains the entire Agreement of the Parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the Parties with respect to said subject matter.