Travel Agency Supplier Terms and Conditions

Transcription

1 Travel Agency Supplier Terms and Conditions 1. PARTIES a. Prodo Travel Ltd. (D.B.A. Metglobal hereafter referred as MG in this agreement) b. Travel Agency 2. DEFINITIONS a. Travel Agency Supplier: b. CUSTOMER : The class using the bookings which MG has realized through the Hotel upon request. c. PRODUCT : The accommodation services provided or will be provided by the Travel Agency upon the request of MG after the execution of this agreement. d. EXTRANET : The platform that will be used by travel agency for uploading rates, allotments and other information. 3. SUBJECT MATTER OF THE AGREEMENT This Agreement determines the service and terms offered to the customers of MG through the products, which the travel agency owns, upon the request of MG. This Agreement determines the rights and liabilities of the parties. 4. TERMS a. With this Agreement, MG provides a login and password to the Travel Agency for each of the hotels for entering their displayed hotel information, including rates, currency and allotment. The Travel Agency has permanent access to MG extranet. b. The Travel agency agrees to keep the displayed hotel information accurate and up-todate and bears sole responsibility for the accuracy and validity of all hotel information. If any error is made on the MG extranet by the Travel Agency and a booking is subsequently made, then the Travel Agency must honor the original booking. c. The Travel Agency guarantees to provide MG with rates per room per night inclusive of all local and national taxes and service charges. d. The Travel Agency guarantees to provide MG with the tour operator net rate (net rare refers to non-commissionable discounted rate). Price parity is accepted. e. MG is entitled to add a mark-up on the Travel Agency s net rates while displaying the hotel online. f. The Travel Agency guarantees all MG bookings for late check in and the room(s) are held until 7am the day after the scheduled arrival. The Travel Agency agrees to cancel the booking after 7am without any notification to MG. g. In the event that the customer checks out early, the Travel Agency can only charge for the actual nights made use of. h. The Travel Agency shall enter the agreed minimum 3 allotment per day but has permanent access to close the allotted rooms through the MG extranet. It is the Travel Agency s responsibility to close dates before any reservation request is received. i. MG agrees to submit the bookings to the Travel Agency through fax or after the request of the customer. The Travel Agency hereby agrees, represents and undertakes to submit acceptance notification to MG latest within one work day following the booking request and if the Travel Agency fails to provide any response within the given period, then this shall be considered as acceptance by MG. j. The option (release) term of the total allotment reserved by the Travel Agency for MG is as specified in the agreement and MG shall be free to perform sales according to the 1 of 6

2 given allotment rate without asking to the Travel Agency before the option (release) term ends. The Travel Agency shall block the entire allotment before the ending of the option (release) term. The Travel Agency shall comply with the option (release) term and the relevant tracking process shall be carried out by the Travel Agency. The option (release) term refers to the time remaining until the customer s entry date to the Travel Agency. k. In case the bookings made by MG for the customer are full or not ready for any reason or the Travel Agency falls short at high seasons without the knowledge of MG and the Travel Agency is not able to offer the rooms for the bookings of MG, then the Travel Agency shall be liable for accommodating the customers at a one category higher facility and for the transfers of the customers. All the relevant costs shall be borne by the Travel Agency. The indemnification awarded to MG customer through Consumer Courts. l. The Travel Agency agrees to accept customers arriving with our MG pre-paid accommodation voucher. m. The Travel Agency hereby agrees and undertakes that no deduction shall be applied to MG for the cancellations made by MG until 24 hours before the Hotel check-in date, 1 night no-show shall be applied for the cancellations made less than 24 hours left for check-in and no deduction shall be applied by the Travel Agency. n. The voucher shall be taken as the basis for the payment of MG. MG shall bear no responsibility for the extras of the customers and the invoices not complying with the voucher. o. The customers shall leave the rooms latest by 12:00 hours and the relevant notification shall be made by the Hotel to the customers. p. All extras (e.g. telephone, bar, restaurant, minibar) are at the expense of the customer and it is the Hotelier s responsibility to charge the customer for any such extras. MG shall bear no responsibility for any customers who check-out of the hotel without paying for extras. q. MG provides technical and marketing support for the Hotel in relation to the contracted websites as requested. r. The Travel Agency undertakes that all services and facilities usually offered are available at all times and shall inform MG immediately in the event of any withdrawal or facilities or building and maintenance work. 5. ADVERTISEMENT AND BROCHURE a) The Travel Agency hereby undertakes to provide required care for ensuring that the advertisements do not contain any matter on the contrary to the laws, communiqué and legislation. The Travel Agency shall bear any legal and penal responsibility arising from the published advertisements. Therefore, all legal and penal responsibilities directed to MG shall be addressed to the The Travel Agency. b) The Travel Agency hereby agrees and undertakes that the information provided as an advertisement reflects the truth, otherwise it shall assume all legal and penal responsibility arising. c) After the execution of the agreement between the parties, the visual materials and information related to the advertisement must be submitted to MG until the given date. The Travel Agency shall be responsible for the failure to publish the advertisement due to non-delivery of the information and the details. d) The Travel Agency hereby consents and permits the online posting of the photographs provided by the Travel Agency or by METGLOBAL within the knowledge of the Travel Agency together with all information provided by the Travel Agency on the front page. Any kind of copyright arising within the scope of the laws related to intellectual and art works arising from this publishing shall belong to MG. 2 of 6

3 e) The Travel Agency shall immediately notify MG in case it is required to update the prices and other information of the Hotel and the new information shall be posted on the website. f) The Travel Agency shall be responsible for indemnifying the damages arising due to the delayed information and missing information caused by the Travel Agency. g) The Travel Agency shall be responsible for any situations that do not comply with the images and the written text according to the Hotel introduction details, fact sheets and concepts provided to MG by the approval of the Travel Agency and MG shall bear no responsibility related to the abovementioned. 6. PAYMENT TERMS a. MG shall make the The Travel Agency payments as follows: i. The payment can be made one day before the check-out date by credit card. ii. The reservations organized monthly can be paid with WPS method during the following month, after the controlling of the reports by reflecting WPS cost to the The Travel Agency. iii. The reservations organized monthly can be paid with Direct Money Transfer during the following month after the controlling of the reservation numbers and amount reports submitted by the Travel Agency are reviewed. 7. FORCE MAJEURE a) The parties shall not be liable for any damage or loss arising from the delays or nonperformance of the liabilities given in this Agreement due to any situation beyond the reasonable control of any of the parties including, but not limited to, natural disasters or public enemy, war, revolution, civil disturbance, blockade or embargo, any government act, fire, explosion, tornado, flood, epidemics, quarantine, restriction, coup d état, labor disputes, cargo embargos, destruction of production facilities or unavailability of material ( Force Majeure Conditions ). b) The parties shall notify the other party about the Force Majeure Condition in case the relevant party considers that this Force Majeure Condition would cause a delay of more than five (5) days preventing the performance of the liabilities. In case the Force Majeure Condition continues and the performance of any of the parties under this Agreement is prevented for more than thirty (30) days, then the parties reserve their right to terminate this Agreement by serving 1 week notification to the other party in writing without bearing any liability. 8. TERMINATION OF THE AGREEMENT a) As the works on marketing activities will commence and contractual undertakings including bus, flight etc. will be entered into after the execution of this Agreement, the Travel Agency is not entitled to terminate this Agreement unilaterally or cancel and sell the rooms with realized bookings. b) In case MG terminates this Agreement for just cause by determining that the Travel Agency terminates this Agreement unjustly and without any just cause and/or the Travel Agency fails to perform its liabilities undertaken with this Agreement and/or the Travel Agency violates this Agreement, then the Travel Agency agrees to indemnify MG. In this case, if there is any amount paid by MG to the Travel Agency, then the Travel Agency agrees and undertakes to refund this amount to MG upon the first written request of MG. c) In case the bookings made by MG for the customer are full or not ready for any reason or the Travel Agency falls short at high seasons without the knowledge of MG and the Travel Agency is not able to offer the rooms for the bookings of MG, then the Travel Agency shall be liable for accommodating the customers at a one category higher 3 of 6

4 facility and for the transfers of the customers. All the relevant costs shall be borne by the Travel Agency. The Travel Agency hereby agrees with this Agreement that the pecuniary and non-pecuniary damages received on the operating certificate of MG due to the faults arising from the Travel Agency that cannot be corrected shall be indemnified in cash by the Travel Agency. If these faults are not indemnified by the Travel Agency, then MG reserves its right to collect this amount from the Travel Agency through execution without serving any notification. d) In case the Travel Agency acts on the contrary to its statements, undertakings and liabilities in the agreement, MG may provide a 2-day period for the correction of the violation. If the Travel Agency fails to correct this situation within the given period, then MG shall be entitled to terminate this Agreement with just cause. e) In case the Travel Agency violates the liabilities provided by this Agreement, then the Travel Agency shall be responsible for indemnifying the pecuniary and non-pecuniary damages incurred by MG. f) In case the agreement is terminated for any reason, all payments made to the Travel Agency with this Agreement shall be returned back to MG. g) MG shall be entitled to terminate this Agreement by serving 30-day notice, without paying any indemnification. h) The termination of this Agreement shall not conclude the following; The liability of the Travel Agency related to the bookings requested by MG before the termination of the agreement, The liability of the debtor party to pay the debts, Confidentiality liabilities. 9. GENERAL PROVISIONS The Travel Agency shall not transfer or subcontract this Agreement or the rights or liabilities within the scope of this Agreement by agreement, law or otherwise without the clear and written consent of MG and the transfers violating this provision shall be deemed to be null and void. In case of any transfer or transfer attempt, MG shall be entitled to terminate this Agreement. The contracting parties act as independent contractors and nothing provided in this Agreement shall be interpreted as a partnership, franchise, joint venture, employeremployee relation or agency relationship. Nothing provided in this Agreement shall prohibit or restrict the parties in entering into any similar arrangement. If any provision of this Agreement is decided to be illegal, invalid or unenforceable by a competent court, then the remaining provisions shall continue to be in force. The parties are in the intention of applying the provisions of this Agreement in the widest manner allowed by the applicable law. According to this, if any provision is decided to be unenforceable, the parties shall make the required changes to make this provision enforceable. This Agreement represents the entire agreement between the parties related to the subject matter provided here and shall supersede all previous and current agreements and correspondences made between the parties, except the Confidentiality Agreement. Unless made with a written agreement after the execution date of this Agreement and signed by the duly authorized representatives of the parties, this Agreement shall not be amended. Waiver from the violation of any provision of this Agreement shall not be considered as waiver for previous, current or future violation of the same or other provisions of this Agreement and no waiver shall come into force unless it is performed in writing by the waiving party and signed by an authorized representative. The headings provided in this Agreement are only for providing convenience and shall not replace or amend any provision. This Agreement has been executed in number of copies each considered as an original copy and constituting the single and same document. The liabilities and rights of the parties within the scope of Confidentiality and Intellectual Property shall survive after the termination or expiry of this Agreement. All notices and requests related to this Agreement shall be delivered to the address of the parties as provided here. 4 of 6

5 10. SPECIAL PROVISIONS a) Confidentiality: Confidential Information shall mean (i) any trade secrets and/or other proprietary, non-public or exclusive information related to services, product plans, designs, costs, prices, financial situations, technologies, marketing and targeting plans, business creation methods, business opportunities, customers, suppliers, dealers, subscribers, personnel, research and development, security codes and prices, and (ii) the terms of this Agreement. The parties shall avoid disclosing the Confidential Information for one (1) year after the disclosure date and shall use Confidential Information only pursuant to its commercial relation with the Disclosing Party and as mentioned here. Notwithstanding the terms provided here related to the Confidential Information, the Confidentiality Agreements executed between the parties shall be independent from the this agreement and the other documents and agreements between the parties. Such Confidentiality Agreement shall remain in force unless otherwise is agreed in writing and this Agreement shall be applied to all Confidential Information disclosed either before or after the signing of this Agreement. b) Intellectual Property Rights: All titles and intellectual property rights related to the Service including, but not limited to, XML formats and other communication protocol methods developed by MG related to the Service, if available, and other programs, procedures or documentation and contents, MG s patents, trademarks and copyrights shall belong to MG. All reports, designs, technical specifications and all media prepared between the parties and developed or created within the scope of this Agreement for the development of the Service shall be sole and exclusive property of MG. 11. NOTICES a) All notices to be served by the parties pursuant to or related to this Agreement shall be made to the following addresses of the parties by , special courier or electronic transmission. b) The Contracting Managers of the parties are as follows: MG: The Travel Agency: The Contracting Managers of the parties shall act as the representative of the relevant party pursuant to the aim of this Agreement and shall be responsible for providing the information and notices that might be requested by the relevant party for the performance of its liabilities within the scope of this Agreement. All written and oral approvals shall be transmitted with these s. The parties shall ensure their Contracting Managers hold a meeting with the Contracting Manager of the other party to discuss the problems arising from the performance of this Agreement. The addresses of the personnel, other than the Contracting Managers, authorized by the parties are as follows; MG: The Travel Agency: The correspondences between these address shall always bind the parties and these correspondences between the parties are recognized as final evidence. c) The parties shall be responsible for duly notifying the other party according to the abovementioned method in case of any change in the contact details above and if the relevant party fails to serve such notice, then the notices served to the above addresses of the parties shall cause all legal provisions and results of a duly served notice. 5 of 6

6 12. SETTLEMENT OF DISPUTES The disputes arising related to this Agreement and annexes thereof shall be governed and interpreted according to the laws of New York State. This Agreement is signed and executed on... The Travel Agency: COUNTRY: CITY: ADDRESS: Signature Signature. Name (capital letters) Name. Position Position. Date. Date ON BEHALF OF THE Travel Agency ON BEHALF OF METGLOBAL LLC USA Office West 38th Street Suite: 202 New York, NY United States Phone: Fax: ASIA PACIFIC Office 16F Unit B & C Strata 2000 Bldg. Ortigas Jr. Road, Ortigas Center, San Antonio Pasig City, Philippines Phone: Fax: Europe Office Cumhuriyet Cad. No: 173, Harbiye Istanbul, Turkey Phone: Fax: of 6