Terms and Conditions | Review Travel

BACKGROUND

The Supplier is a corporate travel management company in the business of arranging, planning, reserving, and ticketing of domestic and international passenger transportation, accommodation and lodging, and other booking or ancillary services on behalf of corporate entities for the benefit of the corporate entity’s personnel.
The Client is a business, or person acting for a business, trade, craft or profession, and is seeking to book travel services in connection with that business, trade, craft or profession, and wishes to engage Supplier to provide travel management services on the terms set out in this Agreement.

GENERAL TERMS AND CONDITIONS

Definitions & Interpretation
1. The following definitions and rules of interpretation apply in this Agreement:
  Agreement: the Contract Details, General Terms and Conditions, and all Schedules.
  
  Affiliate: any entity that directly or indirectly controls, is controlled by, or is under common control with another entity.
  
  Applicable Laws: any and all applicable laws, statutes, regulations and industry standards from time to time in force.
  
  Booking: the contract between Client and a Travel Provider for the Travel Arrangements concluded in accordance with clause 3.2(c) and clause 4.
  
  Booking Fees: the amounts due from the Client in respect of Bookings including any amendment or cancellation charges, taxes, booking fees and any fees payable at point of sale by way of corporate card, lodge card or other mode of virtual payment.
  
  Charges: the charges for the Services payable by the Client to the Supplier in accordance with clause 7.
  
  Business Day: a day, other than a Saturday, Sunday or public holiday in England and Wales, when banks in London are open for business.
  
  Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.
  
  Client Personnel: the Client’s employees, officers, agents, consultants, subcontractors, suppliers and any other persons who are authorised by the Client to use the Services and/or the Travel Arrangements.
  
  Confidential Information: all confidential information (however recorded or preserved) disclosed by a party or its Representatives to the other party and that party’s Representatives in connection with this Agreement, including but not limited to any information that would be regarded as confidential by a reasonable business person relating to (i) the business, assets, affairs, customers, clients, suppliers, or plans of the disclosing party; (ii) the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party; and (c) any information developed by the parties in the course of carrying out this Agreement,
  
  Consumer Price Index: the United Kingdom consumer prices index (all items) as published by the Office for National Statistics or any replacement or substitute of such index and in respect of any other jurisdiction, the equivalent index in such jurisdiction.
  
  Control: the beneficial ownership of more than fifty (50) per cent of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company and the expression Change of Control shall be construed accordingly.
  
  Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time including the UK GDPR, the EU GDPR (if applicable), the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
  
  Employment Regulations: the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246) and all other Applicable Laws in any applicable jurisdiction regulating the automatic transfer of employment on a service provision change.
  
  Good Industry Practice: the use of standards, practices, methods and procedures conforming to Applicable Laws and the exercise of that degree of skill, care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the provision of similar services to an entity of a similar size and nature as the Client under the same or similar circumstances.
  
  Intellectual Property Rights: patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use and protect the confidentiality of, confidential information (including knowhow and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world together with all rights of action, powers and benefits arising from ownership of any such rights, including the right to sue for damages and other remedies in relation to all causes of action arising before, on or after the date of this Agreement.
  
  Online Booking Tools: the Supplier’s portals, software, booking tools and systems, and any Third Party OBT.
  
  Representatives: in relation to a party, its employees, officers, representatives, contractors, subcontractors and advisers.
  
  Services: the travel management services to be provided by the Supplier to Client under this Agreement, as more specifically described at Schedule 1.
  
  Supplier Materials: all materials, software and applications, equipment and tools, drawings, specifications and data supplied or made available by the Supplier to the Client.
  
  Supplier Personnel: all employees, workers, agents, consultants, contractors and other representatives of the Supplier, or any of its subcontractors, who are engaged in the performance of this Agreement from time to time.
  
  Term: the Initial Term and any Renewal Term(s).
  
  Travel Arrangements: the transport (whether air, rail, road, water or otherwise), accommodation or other lodgings, car or automobile hire, and all ancillary facilities and services (or any of them either individually or in any combination) provided by or on behalf of the Travel Provider to the Client or Client Personnel.
  
  Travel Policy: the published travel policy of the Client or other document setting out the authority of individual employees to make travel bookings on behalf of the Client.
  
  Travel Provider: shall mean the third-party supplier of the Travel Arrangements (including airlines, train operators, hotels and other travel providers), as well as Global Distribution Systems (“GDS”), Third Party OBT, and other third-party travel content aggregators.
  
  VAT: value added tax or any equivalent tax chargeable in United Kingdom or elsewhere.
2. References to clauses, Parts or Schedules are to the clauses, parts and schedules of this Agreement. Clause, Part and Schedule headings shall not affect the interpretation of this Agreement. The Parts and Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
3. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
4. Unless the context otherwise requires, words in the singular shall include the plural and vice versa. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
5. A reference to a statute or statutory provision or to Applicable Laws:
  1. shall include all subordinate legislation made from time to time under the same; and
  2. is a reference to the same as amended, extended, superseded or consolidated from time to time.
6. A reference to writing or written includes email (including all attachments), save in respect of written notices served in connection with this Agreement which must be given in accordance with clause 25.
7. Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
8. Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the generality of the related general words.
9. The Agreement is made up of the following:
  1. The Contract Details;
  2. The General Terms & Conditions; and
  3. The Schedules specified in the Contract Details.
10. If there is any conflict or ambiguity between the terms of the documents listed in clause 1.9, a term contained in a document higher in the list has priority over one contained in a document lower in the list.
Commencement and duration
1. This Agreement shall commence on the Commencement Date and shall continue in force for the Initial Term, unless terminated earlier in accordance with clause 13 (Termination).
2. The Agreement shall continue following the expiry of the Initial Term for successive 12-month periods (“Renewal Term”) unless and until terminated by either party in accordance with clause 13 or by either party (in its sole discretion and for convenience) giving the other at least 3 months’ written notice of termination.
Basis of appointment
1. With effect from the Commencement Date, the Client engages the Supplier, and the Supplier accepts its engagement by the Client, to provide the Services on the terms of this Agreement.
2. Unless explicitly agreed otherwise between the parties in writing:
  1. the relationship of the Supplier to the Client shall be that of independent contractor;
  2. nothing contained in this Agreement shall create a relationship of employer and employee or partnership between the Client and the Supplier; and
  3. the Client authorises the Supplier for the Term:
    1. to enter the Client into contracts with Travel Providers on the Travel Provider’s terms and conditions;
    2. where applicable, to make payments to Travel Providers for Bookings; and
    3. where applicable, to recover refunds from Travel Providers in respect of Bookings,
    on behalf of the Client to the extent and with a value up to any budget specified or the authority levels set out in the Client’s Travel Policy (or where no such budget or authority levels are provided, to the value of the relevant Bookings), without further written consent of the Client.
3. This Agreement is a “general agreement” for the booking of Travel Arrangements in connection with the Client’s trade, business, craft or profession for the duration of the Term. Accordingly, all Bookings made under the Agreement are exempt from the Package Travel and Linked Travel Arrangements Regulations 2018, and the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012.
4. Client acknowledges and understands that the Supplier may occasionally be appointed as an agent on behalf of the Travel Provider. As such, Supplier may occasionally receive commissions from Travel Providers for agency and other services that Supplier performs for them. In identifying Travel Providers and displaying or recommending Travel Arrangements to the Client, adherence to the Client’s Travel Policy shall always take precedence. However, provided it is not inconsistent with Client’s Travel Policy, the Supplier reserves the right to consider other factors, including availability, Client Personnel preferences, and Supplier’s relationship with a Travel Provider.
5. The Supplier provides the Services to the Client on a non-exclusive basis. Nothing in this Agreement will be construed to limit in any way the Supplier’s ability to perform or provide services to other clients that are the same or similar to the Services.

Booking terms
1. Client acknowledges that Supplier will act on the Client’s behalf when making and concluding Bookings with Travel Providers. All such Bookings shall constitute a separate contract between the Client and the relevant Travel Provider for the provision of the Travel Arrangements subject to the terms and conditions and limitations of liability imposed by the Travel Provider. If for any reason any Travel Provider is unable to provide the Travel Arrangements for which the Client has contracted, the Client’s or Client Personnel’s recourse or remedy lies against the Travel Provider and not the Supplier, and the provisions of clause 11 shall apply.
2. The Supplier will use reasonable endeavours to advise the Client of any relevant cancellation policies applicable to a Booking, where the Supplier is notified of these by the Travel Provider. The Client is responsible for payment of any and all cancellation fees incurred as a result of cancelling a Booking.
3. The Supplier shall arrange for the Travel Providers to notify the Supplier of the amounts due from the Client in respect of a Booking and may arrange for Travel Providers to raise invoices in the name of the Client.
4. The Supplier may make payments to the Travel Providers on behalf of the Client of the Booking Fees subject to payment from the Client of all amounts paid by the Supplier on behalf of the Client in accordance with agreed Payment Terms.
5. The Client shall pay all Booking Fees to the Travel Provider or Supplier in accordance with the Payment Terms or as otherwise agreed between the parties. The Client remains ultimately responsible for paying the Booking Fees in full.
6. All Booking Fees will be payable by the Client in addition to the Charges payable to the Supplier in respect of the Services.

Provision of the Services
1. The Supplier warrants that it shall, in providing the Services:
  1. co-operate with the Client in all matters relating to the Services and use reasonable endeavours to comply with all the Client’s reasonable instructions;
  2. perform the Services with reasonable care, skill and diligence and in accordance with Good Industry Practice;
  3. make itself available upon reasonable notice for the purposes of consultation, advice and support relating to the Services and/or this Agreement; and
  4. comply with Applicable Laws.
2. With respect to any Online Booking Tools that the Supplier makes available (including via the Internet) to the Client during the Term, the Supplier hereby grants to Client and Client Personnel, a non-exclusive, non-transferable, royalty-free license during the Term to use and/or access the Online Booking Tools in connection with the Services.
3. In connection with Client’s use of the Online Booking Tools, Supplier shall not be responsible for:
  1. changes and/or cancellations of Travel Arrangements by Client Personnel, including, but not limited to, lost tickets, fraud, obtaining possession of the applicable ticket (paper ticket or electronic ticket) from the applicable Travel Provider or non-fulfilment by the applicable Travel Provider;
  2. ensuring that any Bookings made are made in accordance with the Client’s Travel Policy (if any), or for resolving any disputes with Client Personnel related thereto;
  3. payment of any Travel Arrangements booked through the Online Booking Tools; or
  4. Client’s confidential information when using any Travel Provider website accessed through the Online Booking Tools, including, but not limited to, Client Personnel’s names and profile information including credit card data and the security of such Client confidential information.
4. Where Client uses any third party online booking tool (“Third Party OBT”), Client acknowledges and accepts that:
  1. additional terms and conditions shall apply to Client’s use of the Third Party OBT as between the Client and provider of the Third Party OBT, and Supplier is not a party to any such terms, nor has any liability thereunder;
  2. Supplier shall have no liability whatsoever to the Client for the provision (or otherwise) of any Third Party OBTs used by the Client, or for the acts and omissions of any provider of a Third Party OBT.
5. In the event Client chooses to use its own employee to operate the Online Booking Tools, Client will be wholly responsible for any and all agent errors, including but not limited to Agent Debit Memos (ADM’s).
6. Unless otherwise mutually agreed to by the Parties in writing, the Supplier will determine the GDS and Online Booking Tools used in the provision of the Services.
7. Unless otherwise mutually agreed to by the Parties in writing, all bookings made by Client Personnel will be made through Supplier’s system, regardless of the GDS and Online Booking Tools used in the provision of the Services.
8. The Supplier has given commitments as to its provision of the Services at clause 5.1 of the Agreement. Accordingly, all implied equitable and fiduciary duties which may otherwise apply to the Supplier in relation to the provision of the Services, are, to the fullest extent permitted by law, excluded from this Agreement.

Client’s obligations
1. The Client shall:
  1. co-operate with the Supplier in all matters relating to the Services;
  2. provide such information to the Supplier as the Supplier may reasonably request for the purpose of providing the Services and ensure that such information is accurate in all material respects;
  3. obtain and maintain all necessary licences, permissions and consents which may be required before the Commencement Date;
  4. procure the reasonable co-operation and access required of any third party providers of services which require an interface or interaction with the Services and/or the Supplier;
  5. keep and maintain all Supplier Materials made available or provided in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorisations;
  6. comply, and ensure the Client Personnel comply, with the terms and conditions of a Travel Provider as applicable to a Booking;
  7. accept responsibility for any loss or damage to any physical property belonging to any Travel Provider caused by the acts or omissions of the Client or the Client Personnel. The Client agrees to reimburse the Supplier, or where appropriate the Travel Provider, for the monetary value of any such loss or damage, provided always that the Client has been provided with appropriate invoices evidencing the sums due to either the Supplier or the Travel Provider, as applicable;
  8. comply, and procure that Client Personnel shall comply, with Applicable Laws with respect to its activities under this Agreement and each Booking.
2. The Supplier shall not be responsible to the Client if the Supplier’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, Client Personnel, agents or subcontractors.
3. The Client shall have and maintain comprehensive travel insurance for all Client Personnel using the Travel Arrangements, such insurance to include cover for medical and repatriation expenses and assistance, flight delay and cancellation, personal baggage and belongings and personal liability claims.
4. It is the responsibility of each Client Personnel to ensure their passports are valid for travel and that they have the relevant visas if required and that they meet all health, vaccination or other entry requirements. The Supplier can provide information and advice relating to this however the Supplier will not be liable should any Client Personnel be refused entry to another country or denied boarding.

Charges and Payment
1. In consideration of the Supplier’s provision of the Services, the Client shall pay the Charges in accordance with this clause 7 and Schedule 1.
2. Unless otherwise stated in writing, the Charges exclude any amounts in respect of VAT, and VAT will be charged and be payable if and to the extent applicable.
3. Either party may propose renegotiated Charges necessitated by a material change in the distribution or financial business model between the airlines, hotels or GDS and the party proposing the renegotiation. If the proposed renegotiated rates are rejected, the proposing party may terminate this Agreement with ninety (90) days’ written notice. The Supplier reserves the right to adjust the Charges based on the current Consumer Price Index one year after the Commencement Date, and each succeeding year thereafter.
4. For certain transactions where the Supplier is the merchant of record, the Supplier may be subject to merchant fees which the Supplier shall recharge to the Client as part of the Charges.
5. The Client acknowledges and agrees that the Charges (and the Supplier’s remuneration structure more generally) have been calculated on the basis that any amounts received by the Supplier from any Travel Providers in respect of Supplier’s dealings with such Travel Providers or otherwise (including any refunds claimed and retained by the Supplier for unused tickets or other products), are (and may be) retained by Supplier and that Supplier shall not be required to account to the Client in respect of any such sums.
6. Client authorises Supplier to claim refunds on behalf of Client for unused tickets or other products in accordance with the relevant Travel Provider’s terms and conditions. Where a refund is permitted under those terms and conditions, the Supplier shall retain such refunds, unless claimed by the Client within 28 days of the expiry of the relevant ticket or product.
7. The Supplier shall submit monthly invoices in respect of Charges and the Booking Fees made on behalf of the Client, if and to the extent that the same are not paid for by the Client by way of corporate card, lodge card or other mode of virtual payment at point of sale (to be agreed between the parties).
8. The Client shall pay each invoice submitted to it by the Supplier in full and cleared funds in accordance with the Payment Terms, to the bank account nominated in writing by the Supplier from time to time. Time for payment is of the essence.
9. If the Client disputes the whole or any part of an invoice, it may withhold payment only in respect of the disputed amount provided that it gives notice in writing to the Supplier of any intention to withhold payment, specifying the amount to be withheld and the grounds for withholding payment. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice. If the parties have not resolved the dispute within thirty (30) days of the Client giving notice to the Supplier, the dispute shall be resolved in accordance with clause 27. Where only part of an invoice is disputed, the Client shall pay the undisputed amount on the due date as set out in clause 7.8.
10. If the Client fails to make any payment due to the Supplier by the due date for payment:
  1. the Client shall pay interest on the overdue amount at the rate of four (4) per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client shall pay the interest together with the overdue amount. In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, from the due date until payment;
  2. the Client shall indemnify, keep indemnified and hold harmless the Supplier in respect of any loss, liability, damage, costs and expenses (including legal costs) suffered or incurred by the Supplier in recovering any unpaid and overdue sums;
  3. the Supplier shall, without limiting its other rights or remedies, have the right to suspend part or all of the Services until payment has been made in full. The Supplier shall not be liable for any losses sustained or incurred by the Client arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations (including the Services) as set out in this clause 7.10; and
  4. the Supplier may notify the Travel Provider who may cancel any affected Bookings, and the Supplier shall not be liable for any losses sustained or incurred by the Client arising directly or indirectly from the cancellation of the Bookings.
11. All amounts payable under this Agreement shall be paid free and clear of all deductions and withholdings of any kind, save only as may be required by law and as expressly stated otherwise in this Agreement. Should either party be required by law to make a deduction or withholding from any amount payable under this Agreement, the parties shall use commercially reasonable efforts to do all such acts and things and to sign all such documents as will enable them to access the benefits applicable under the relevant double taxation agreement or treaty. In the event there is no applicable double taxation agreement or treaty, or if an applicable double taxation agreement or treaty reduces but does not eliminate such withholding or similar tax, the party required to deduct any withholding taxes from payment due to the other party, shall pay such withholding or similar tax to the appropriate governmental authority, and send to the other party the best available evidence of such payment.
12. Where the Supplier agrees that the Client can make payment for the Services by credit card, such payments shall be subject to the additional terms and conditions set forth in the credit card account application form. Furthermore, acceptance of payments by credit card is on the strict condition that the Client agrees to waive any rights which it may otherwise have to instruct its card issuer to initiate a chargeback against the Supplier under the relevant card scheme rules on the basis that the rights of the respective parties in relation to the transaction are fully and exclusively set out in this Agreement.

Data Protection
1. For the purposes of this Agreement, the following terms shall have the following meanings:
  1. “Data Controller”, “Data Processor”, “Data Subject” and “Personal Data” shall have the meanings given in the Data Protection Legislation;
  2. Agreed Purposes: Supplier and Client share personal data for the purpose of the Supplier providing the Services the Client and facilitating Bookings with Travel Providers; and creating aggregated and anonymised reports for analytics, business intelligence and business reporting; marketing and advertising, fraud prevention; responding to law enforcement requests; facilitating business asset transactions (which may extend to any mergers, acquisitions or asset sales); and otherwise complying with obligations under this Agreement, privacy policy and applicable laws.
  3. Data Discloser: a party that discloses Shared Personal Data to the other party.
  4. Permitted Recipients: the parties to this Agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement, including Third Party Providers and providers of any Third Party OBT.
  5. Shared Personal Data: the personal data to be shared between the parties under Clause 8.3 of this Agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
    1. Identification data: title, first and last name, date of birth, nationality, passport or ID card;
    2. Contact details: postal address, email address, telephone (fixed and mobile), fax number; and
    3. Special categories of data:
      1. Physical and mental health or condition, as evidenced by room preference requests and to the extent necessary to address any ancillary accessibility, dietary or other special needs arrangements in connection with those travel services; and
      2. Religious beliefs as evidenced by food preferences.
  6. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 8 is in addition to, and does not relieve, remove or replace, a party’s obligations under Data Protection Legislation.
  7. Shared Personal Data. This clause 8 sets out the framework for the sharing of personal data between the parties as independent data controllers. Each party acknowledges that one party (referred to in this clause as the Data Discloser) will regularly disclose to the other party Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
  8. Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this Agreement with immediate effect.
  9. Particular obligations relating to data sharing. Each party shall:
    1. ensure that it has all necessary notices and consents and lawful bases in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
    2. give full information to any data subject whose personal data may be processed under this Agreement of the nature of such processing. This includes giving notice that, on the termination of this Agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
    3. process the Shared Personal Data only for the Agreed Purposes;
    4. not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
    5. except where permitted otherwise under Data Protection Legislation, ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this Agreement;
    6. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data; and
    7. not transfer any personal data received from the Data Discloser outside the UK unless the transferor ensures that (i) the transfer is to a country approved under the applicable Data Protection Legislation as providing adequate protection; or (ii) there are appropriate safeguards or binding corporate rules in place pursuant to the applicable Data Protection Legislation; or (iii) the transferor otherwise complies with its obligations under the applicable Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; or (iv) one of the derogations for specific situations in the applicable Data Protection Legislation applies to the transfer.
2. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
  1. consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
  2. promptly inform the other party about the receipt of any data subject rights request;
  3. provide the other party with reasonable assistance in complying with any data subject rights request;
  4. not disclose, release, amend, delete or block any Shared Personal Data in response to a data subject rights request without first consulting the other party wherever possible;
  5. assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with the UK’s Information Commissioner or other regulators;
  6. notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
  7. at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the Shared Personal Data;
  8. use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
  9. maintain complete and accurate records and information to demonstrate its compliance with this clause 8; and
  10. provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties’ compliance with the Data Protection Legislation.

Confidentiality
1. The provisions of this clause 9 shall not apply to any Confidential Information that:
  1. is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
  2. was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
  3. was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
  4. the parties agree in writing is not confidential or may be disclosed; or
  5. is developed by or for the receiving party independently of the information disclosed by the disclosing party.
2. Each party shall keep the other party’s Confidential Information secret and confidential and shall:
  1. not use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement (“Permitted Purpose”); and
  2. not disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this Clause 9.
3. A party may disclose the other party’s Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
  1. it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
  2. it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with the obligations set out in this clause as if they were a party to this Agreement,
  and at all times, it is liable for the failure of any Representatives to comply with the obligations set out in this clause 9.
4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
5. Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party’s Confidential Information other than those expressly stated in this clause 9 are granted to the other party, or to be implied from this Agreement.
6. On termination or expiry of this Agreement, each party shall:
  1. destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information;
  2. erase all the other party’s Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
  3. upon request, certify in writing to the other party that it has complied with the requirements of this clause 9, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party’s Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause 9 shall continue to apply to any such documents and materials retained by a recipient party, subject to clause 13 (Termination).
7. The provisions of this Clause 9 shall continue to apply after termination or expiry of this Agreement.
Intellectual Property Rights
1. All Intellectual Property Rights in the Services, Supplier Materials and Online Booking Tools remain the sole property of the Supplier and its vendors and licensors.
2. Accordingly, the Supplier is entitled to all Intellectual Property Rights and other proprietary rights created by it in connection with providing Services under this Agreement. Except as otherwise provided in this Agreement, the Supplier grants to the Client a limited, non-exclusive, royalty-free, non-transferable license for the Term to use intellectual property that the Supplier provides to the Client for the purpose of using the Services.
3. Notwithstanding Clause 10.2 above, neither party will use the trademarks, trade names, service marks, logos, or intellectual property of the other party without the prior written consent of the other party.
4. Certain services allow access to and use of software and information that is protected by patent, copyright, trade secret or other Intellectual Property Rights. The Client agrees not to reproduce, retransmit, disseminate, sell, assign, rent, sublicense, distribute, publish, broadcast, circulate, demonstrate for commercial purposes, reverse engineer, disassemble, decompile, modify or commercially exploit all or any portion of the Services (or any intellectual property embedded therein) in any manner without the Supplier’s express prior written consent, nor to use the Services for any unlawful purpose or for any purpose contrary to the terms of this Agreement.
5. If any Client Personnel engage in unauthorised use or misuse of the Services, the Supplier may immediately suspend access to the Services for those specific Client Personnel.
6. Nothing in this Agreement will be construed as a license to use the Supplier’s trade names, for any purpose other than those first approved in writing by the Supplier.
7. Nothing in this Agreement will be construed as a license to use any of Client’s trade names, trademarks, service marks or logos (collectively, the “Client Marks”) for any purpose other than those first approved in writing by Client, except that Supplier may use the Client Marks on Supplier’s “client list” without further notice to the Client.

Liability
1. Neither party limits its liability for:
  1. death or personal injury caused by its negligence or that of its employees, agents or sub-contractors;
  2. fraud or fraudulent misrepresentation by it or its employees; or
  3. any other act or omission, liability for which may not be limited under Applicable Laws.
2. Subject to clause 11.1 neither party shall under any circumstances whatever be liable to the other party, whether in contract, tort (including negligence), misrepresentation, breach of statutory duty, or otherwise, for:
  1. any indirect, special, consequential or pure economic loss or damage;
  2. any loss of profits, anticipated profits, revenue or business opportunities; or
  3. damage to goodwill,
3. Subject to clauses 11.1, 11.2 and 11.4 to 11.6, each party’s liability in connection with this Agreement for any one claim or series of connected claims in respect of all claims, losses or damages, whether arising from tort (including negligence), breach of statutory duty, restitution, breach of contract or otherwise under or in connection with this Agreement including any indemnity, shall in no event exceed 100 per cent of the Charges paid or payable by the Client during the 12 months preceding the date of the first act or omission giving rise to the liability.
4. The Supplier is not a party to the contract between the Client and Travel Provider for the Travel Arrangements nor is the Supplier responsible to the Client for the fulfilment of the Bookings. The Supplier does not accept liability of whatever nature, whether in contract, tort or otherwise, for the acts, omissions or default, whether negligent or otherwise, of Travel Providers in the provision of the Travel Arrangements.
5. The Travel Provider is responsible to the Client for the fulfilment of the Booking and the Travel Provider’s terms and conditions will apply to the Booking between the Client and Travel Provider. The Supplier shall not be liable to account to the Client for any loss arising from any claim the Client may have against the Travel Provider.
6. The Supplier does not guarantee that the Bookings which are made with Travel Providers are fulfilled by the Travel Providers. The Supplier does not take responsibility for the Travel Arrangements provided by the Travel Providers or give any warranty or representation regarding the standard of the Travel Arrangements.
7. Neither party nor their Affiliates will be liable for any failure or delay in performance resulting from circumstances beyond their reasonable control including acts of God or nature, government intervention, power, communications, satellite or network failures, unauthorised access or theft, acts of terror, or labour disputes or strikes.

Indemnity
1. The Supplier shall indemnify the Client against all reasonably foreseeable liabilities, costs, expenses, damages and losses suffered or incurred by the Client as a direct result of any claim made against the Client for infringement of a third party’s Intellectual Property Rights arising out of or in connection with the receipt, use or supply of the Services (except to the extent that the claim is attributable to use of the Client Materials, Third Party OBT or compliance with any specifications or specific instructions supplied by the Client).
2. The Client shall indemnify the Supplier against all reasonably foreseeable liabilities, costs, expenses, damages and losses suffered or incurred by the Supplier as a direct result of any claim made against the Supplier for infringement of a third party’s Intellectual Property Rights arising out of or in connection with the use of any Client materials, Third Party OBT or compliance with any specifications or specific instructions supplied by the Client.

Termination
1. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
  1. the other party commits a material breach of any term of this Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
  2. the other party takes or has taken against it (other than in relation to a solvent restructuring) any step or action towards its entering bankruptcy, administration, provisional liquidation or any composition or arrangement with its creditors, applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court), being struck off the register of companies, having a receiver appointed to any of its assets, or its entering a procedure in any jurisdiction with a similar effect to a procedure listed in this clause 13.1(b);
  3. the other party suspends or ceases, or threatens to suspend or cease, carrying on business; or
  4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of this Agreement is in jeopardy.
2. Without affecting any other right or remedy available to it, the Supplier may terminate this Agreement with immediate effect by giving written notice to the Client if:
  1. the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment; or
  2. there is a Change of Control of the Client.

Consequences of termination
1. Upon expiry or termination of this Agreement for any reason:
  1. the Client shall stop using the Services and the Online Booking Tools; and
  2. each party shall promptly return or (at the other party’s option) destroy all the other party’s Confidential Information in its possession or control; and
  3. the Supplier shall at the Client’s expense make available to the Client:
    1. all information and documentation reasonably required to facilitate the handover of the Services to the Client or a replacement supplier including details of all outstanding Bookings; and
    2. such of the Supplier Personnel as the Supplier deems appropriate to ensure a satisfactory handover of the Services to the Client or a replacement supplier.
  4. the Client shall:
    1. immediately pay to the Supplier all the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which the Client shall pay immediately on receipt; and
    2. return all of the Supplier Materials. If the Client fails to do so, the Supplier may enter the Client’s premises and take possession of the Supplier Materials. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose other than receiving and using the Services.
2. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this Agreement shall remain in full force and effect.
3. Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

Employment Regulations
1. Each party agrees that neither the start nor the termination of the Services (or any part of them) is expected to constitute a relevant transfer for the purposes of the Employment Regulations.
2. If, despite clause 15.1, the employment or engagement of any person is found or alleged to have transferred to the Supplier by virtue of this Agreement or the Employment Regulations on the start of the Services (or any part of them), then:
  1. the Supplier shall notify the Client within 30 days of becoming aware of that fact;
  2. the Client may, within 30 days after the date of the notice in clause 15.2(a), make an offer of employment or engagement to the relevant person (or procure that a former supplier does) and shall promptly notify the Supplier of any offer that is made;
  3. the Supplier shall release the relevant person from their employment or engagement if the offer is accepted or, if no offer is made or accepted, terminate their employment or engagement within 30 days of the expiry of the 30 day period referred to in clause 15.2(b); and
  4. the Client shall indemnify the Supplier against all losses incurred as a result of the employment or engagement of the relevant person until that relationship is terminated and all losses arising out of the termination itself, provided that the Supplier takes reasonable steps to minimise those losses.
3. The parties shall co-operate to avoid the transfer of any Supplier Personnel to the Client (or a new supplier appointed by the Client) under the Employment Regulations on the termination or expiry of the Services (or any part of them). For this purpose, the Supplier shall use reasonable endeavours to organise the Supplier Personnel in a way that reduces the chances of transfers under the Employment Regulations on the termination or expiry of the Services (or any part of them).

Assignment and other dealings
1. Neither Party may assign this Agreement, in whole or in part, without the prior written consent of the other Party. A Party may, however, without the consent of the other Party, assign this Agreement to its parent, Affiliates, or subsidiaries or to a successor-in-interest or surviving corporation of any such entity, which acquires all or substantially all of its assets.
2. The Supplier may subcontract some or all of the Services to third parties or delegate its duties under this Agreement, in its sole discretion, but shall remain fully responsible for the performance of all of its obligations under this Agreement notwithstanding any such subcontracting. Except as otherwise specified, this Agreement binds, and inures to the benefit of, the Parties and their respective successors and permitted assigns.

Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver
1. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
2. A failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

Rights and remedies
The rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

Severance
1. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement.
2. If any provision or part-provision of this Agreement is deemed deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

Entire Agreement
1. This Agreement constitutes the entire Agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
2. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

Conflict
If there is an inconsistency between any of the provisions of this Agreement and the provisions of the Schedules, the provisions of this Agreement shall prevail.

No partnership or agency
1. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

Third party rights
Unless it expressly states otherwise, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Notices
1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
  1. delivered by hand or by pre-paid first-class post or other next Business Day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
  2. sent by email to the address specified in the Contract Details.
2. Any notice shall be deemed to have been received:
  1. if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address;
  2. if sent by pre-paid first-class post or other next Business Day delivery services, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
  3. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause 25.2(c), business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
3. This clause does not apply to the service of any proceedings or any documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

Counterparts
1. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one Agreement.
2. No counterpart shall be effective until each party has executed and delivered at least one counterpart.

Dispute Resolution
1. All contract, tort, or other disputes, claims or controversies arising from, out of or related to this Agreement (“Disputes”), shall be escalated to senior level executives of both Parties prior to a Party taking any other type of non-emergency dispute resolution action allowed under this Agreement. If a Dispute is not resolved within thirty (30) calendar days from the commencement of senior level negotiations, it shall be submitted for binding arbitration upon the demand of either Party. Any arbitration shall be in London, United Kingdom to be administered by, and under the rules of, the London Court of International Arbitration (LCIA) except that this clause 27 and the Parties’ mutual written agreements, shall supersede the LCIA rules and process. Except as otherwise provided for in this Agreement, neither Party will have the right to litigate Disputes.
2. Disputes shall be arbitrated on an individual, not a class action or representative basis. Any award is limited to Disputes between the Parties alone, shall not have preclusive effect against any non-parties, and is subject to all other provisions in this Agreement.
3. Except as to legal fees awarded by the arbitrator(s), the Parties will be equally responsible for paying all fees and costs of the arbitration. The Parties agree that the arbitrators’ decision shall be final and binding and enforced in a court of competent jurisdiction. Either Party shall have the right to seek equitable relief (i) in arbitration prior to the arbitration proceedings to enforce the status quo, and (ii) in a court to enforce the confidentiality provisions set forth in this Agreement. The arbitration proceedings and all documentation or information related to those processes shall be deemed confidential.
4. The Parties may modify any or all of the provisions in this clause 27 by mutual written agreement.

Governing law and jurisdiction
1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.