Destination Services Sourcing Contract General Terms and Conditions

1. DEFINITIONS

In these General Terms and Conditions the following definitions shall apply: “Affiliates” means a person or entity, directly or indirectly, controlled by, controlling, or under common control with another person or entity. “Base Availability” means those Services which have been agreed between the parties that the Supplier will provide, as a minimum, to Company. “Cap” means the original Contract Rates which were agreed between the parties at the commencement of each Relevant Validity Period. “Contract” means together the Cover Page and these General Terms and Conditions, any Appendices,  Company Code of Conduct and any Commercial Terms (as well as any other mutually agreed schedule or attachment). “Contract Rates” means the amount to be paid to the Supplier for each Service  and all Contract Rates. “Company” means the entity listed on the Cover Page acting for itself and on behalf of its Affiliates (as are listed from time to time in Company’s finance procedures). “Commercial Terms” means the Contract Rates, offers, promotions and any other rules or conditions relating to the distribution of the Services which are mutually agreed between the parties from time to time. “Cover Page” means the Cover Page signed by both parties to this Contract and attached to these General Terms and Conditions. “Force Majeure Event” means an event beyond the reasonable control of the party including but not limited to an act of God, war, terrorist attack, flood, earthquake or other natural or man-made disaster which adversely affects the city or country where the Supplier is located. “Guest(s)” means the end user who was, is or will ultimately use the Services as a result of a direct or indirect booking with Company. “Supplier” means the supplier providing the Services along with its registered owner or management company as set out in the Cover Page. “Relevant Validity Period” means the validity period for the Contract Rates which is mutually agreed between the parties from time to time. Services” means the ground travel services that are being provided by the Supplier as agreed with Company and are set out on the Cover Page. “Taxes” means all local, state, federal and national taxes and/or service charges including for the avoidance of doubt any value added or sales tax, use, excise, lodging, transient, rental, city, resort or other similar types of taxes, governmental fees or charges.

2. CONTRACT & VARIATION

2.1  This Contract shall be effective as from the date it is signed by all parties. This Contract constitutes the whole agreement between the parties and each party agrees that when entering into this Contract they are not relying on any statement or representation made prior to entry into it other than as expressly set out in this Contract. Any amendments must be mutually agreed between the parties and in writing.

2.2  Company may request a quote for a package being one or more ground travel services (a “Package”) and the Supplier shall within 24 hours respond to such request with a quote (“Quote”). The Commercial Terms in the Quote are applicable only for the Package described in the Quote. Should Company wish to engage the Supplier and accept the Quote Company shall respond indicating as such. The Quote as accepted by Company shall constitute a booking and each booking shall form part of this Contract.

3. INVOICING

3.1  The Supplier shall invoice Company after the Guest has consumed (i.e. used) the Services. The Supplier shall process its invoices in accordance with Company’s finance procedures which shall be provided to the Supplier from time to time by Company.

3.2  The parties agree that Company shall pay invoices subject to the invoices being validated and further subject to any proper deductions and determination of bona fide disputes and provided that they have been processed in accordance with Company’s finance procedures.

3.3 Any sums which become due and payable to the Supplier over and above the Contract Rates for a booking shall, unless otherwise agreed in writing with Company, be the responsibility of the Guests and the Supplier agrees and acknowledges that Company has no responsibility for such sums. Company shall not be liable for any damage caused by Guests in any event.

3.4  Company reserves the right to off-set any sum owed to it or its Affiliates by the Supplier against any sum due to the Supplier. Company shall not be responsible for any bank charges that may be payable after monies have left Company’s bank account.

4. TAXES

4.1  In the circumstances where the Contract Rates are inclusive of Taxes then it is the responsibility of the Supplier to ensure that the Taxes included in the Contract Rates are accurate and up-to-date.

4.2  In the circumstances where the Contract Rates are exclusive of Taxes then it is the responsibility of the Supplier to (i) provide Company accurate and up-to-date details of the applicable Taxes which are necessary for the distribution of the Services; and (ii) advise Company at least 3 months in advance of any changes in Taxes. The parties further agree that notwithstanding the aforementioned Company shall only be liable to pay the lower of the statutory rate for the Taxes or the Taxes which are disclosed to Company by the Supplier from time to time.

4.3  The Supplier is responsible for remitting any Taxes to the appropriate governmental agencies and/or institutions. The Supplier shall be liable for, and agrees to indemnify Company for, any losses, costs, penalties and/or damages incurred as a result of any failure to include accurate and up-to-date Taxes in its Contract Rates and/or as a result of any failure to inform or accurately inform Company of the applicable Taxes.

5. BANK DETAILS

The Supplier shall ensure its bank account details which have been provided to Company are accurate at all times and it is the Supplier’s responsibility to notify Company without delay of  any changes to its bank account details.

6. SUPPLIER OBLIGATIONS

6.1  The Contract Rates and Base Availability are to be applicable during each respective Relevant Validity Period (including all public and bank holidays unless otherwise agreed in advance with Company) and are to be applicable to all bookings, whether for groups or individuals and are also applicable to bookings made additional to Base Availability.

6.2. The Supplier must honour all bookings and Company does not accept any overbookings. Company shall not be liable, nor bear any risk, for failing to sell the Services.

6.3  The parties agree that no cancellation and/or penalty charges shall apply unless otherwise agreed in writing in advance of the booking and provided further that Company shall only be liable to pay any such cancellation and/or penalty charges which it has been notified of at the time that the charge arose and subsequently acknowledged.

6.4  The Supplier agrees that it shall not increase its Contract Rates above the Cap for the duration of the Relevant Validity Period. Should however the Supplier reduce the rates, which it offers directly or indirectly to any Guest or any third party, to an amount lower than the Contract Rates, then the Supplier agrees that Company shall also benefit from the same reduced rates and the Supplier therefore agrees that it shall amend its Contract Rates.

6.5  The Supplier shall use commercially reasonable efforts to ensure that, upon commencement of the Services, the identification presented by a Guest matches the booking information contained in the reservation information provided by Company to the Supplier. If a reservation is a Potentially Fraudulent Reservation, as defined below, or certain data provided by a Guest cannot be verified by Company no less than 12 hours prior to the commencement of the Service, then the Supplier and Company shall work together to address the Potentially Fraudulent Reservation, which may include cancelling such reservation at any time up to 12 hours prior to the commencement of the Service.  “Potentially Fraudulent Reservation” means: (i) a reservation that results from invalid or incorrect information supplied to Company at the time of booking, or as a result of a credit card dispute, or as a result of a report of unauthorized charges; or (ii) bookings that may be associated with previous high risk or fraudulent transactions. The parties agree that should the Supplier not comply with this clause and the reservation is subsequently found to be a Potentially Fraudulent Reservation then Company shall not be liable for any cancellation charges or other costs associated with the booking.

6.6  The Supplier will notify Company at the earliest possible opportunity, of any building, renovation, updates or other work (irrespective of who is carrying out the work) that will alter in any way the ability of the Supplier to provide the Services and/or which might affect a Guest or potential Guest’s enjoyment whilst using the Service. For the avoidance of doubt, clause 6.7 shall apply in the circumstances where the Supplier is unable to provide the Service as a result of the aforementioned.

6.7  In the extreme circumstance where the Supplier fails, or is unable to provide Services as may be contracted (which together shall for the purpose of this clause be referred to as “Arrangements”), the Supplier shall immediately notify Company. In these circumstances the Supplier shall endeavour to find suitable alternative Arrangements of better (or at the very least comparable) quality, standard and location (which shall be subject to Company’s prior approval). Failure to do so entitles Company to find suitable alternative Arrangements at its sole discretion. The Supplier agrees to bear any difference between the cost of the alternative Arrangements and the Contract Rates and further the Supplier shall be liable for and shall reimburse Company for all costs, expenses, fees, penalties or other charges incurred or suffered by Company as a result of the Supplier’s acts or omissions.

6.8  In circumstances where the Supplier has not provided the Services (other than due to Force Majeure Event) the Supplier shall be liable for and shall reimburse Company for all costs, expenses, fees, penalties or other charges incurred or suffered by Company as a result of the Supplier’s acts or omissions (including for the avoidance of doubt any penalty charges imposed by law). Further Company reserves the right to claim for compensation for any and all losses or damages (including any loss of revenue or opportunity) it incurs as a result of the Supplier’s action and the Supplier agrees to pay any such compensation.

6.9   The Contract Rates offered to Company shall, for the duration of the Contract, be at least as favourable as the Contract Rates offered by Supplier through its own distribution channels or to any other third party. Where applicable the availability of the Services offered to Company shall also, for the duration of the Contract, be as favourable as the availability of the Services offered by the Supplier through its own distribution channel or to any other third party.

7. FORCE MAJEURE

7.1  Neither party shall be in breach of this Contract nor be liable for the delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event, provided that the party intending to rely on a Force Majeure Event shall as soon as practicable after the occurrence of the Force Majeure Event notify the other party. The affected party shall also notify the other party as soon as practicable after the Force Majeure Event ceases or no longer prohibits the affected party from being able to comply with its obligations under this Contract, and following such notification this Contract shall continue to be performed on the terms and conditions existing immediately before the occurrence of the Force Majeure Event.

7.2  For the purposes of Company a Force Majeure Event may also include an event which arises from any cause, condition or other event which adversely affects travel into the city or country where the Supplier is located as well as the country of origin of Company, Guest or potential Guest. Company shall also be entitled to cancel, at no cost, any booking when a Force Majeure Event occurs.

8. HEALTH AND SAFETY

8.1  The Supplier warrants that all Services provided pursuant to or in connection with this Contract are safe and comply fully with all local, state, federal and national laws, rules and regulations. The Supplier shall provide all the Services in accordance with good industry practice and it shall ensure that the Services are provided with due skill, care, attention and diligence.

8.2  If the Supplier provides hotel accommodation as part of the Services then the Supplier will be required to complete a Health & Safety Accommodation Self-Inspection Checklist (which will be supplied by Company). The Supplier warrants that the information in the aforementioned Checklist is provided by an authorised person for and on behalf of the hotel and the Supplier shall ensure that the information shall remain accurate, complete and proper. The Supplier also warrants that neither the hotel accommodation nor other parts of the hotel have individual gas water heaters installed. The parties agree that Company may, with prior notice, carry out on site health and safety inspections on the hotel accommodation premises, including but not limited to inspections of guest areas, guest bedrooms, kitchens, boiler room, laundries, plant rooms, and any other potential risk areas as well as health and safety and/or training records or documentation.

8.3  The parties agree that Company may, with prior notice, carry out site health and safety inspections in respect of the Services (if applicable) and/or the Supplier premises and any other potential risk areas as well as health and safety and/or training records or documentation.

8.4  The Supplier agrees, at its own cost, to complete any work which is necessary in order to comply with any reasonable recommendation for improvement made by Company in respect of the Services and/or the Supplier premises. The Supplier must notify Company of completion of such works and allow Company to re-inspect. In addition the Supplier shall eliminate any deficiencies and/or defects notified to it by the authorities with immediate effect and the Supplier shall notify Company of the same without delay.

9. COMPLIANCE WITH LAWS & COMPANY CODE OF CONDUCT

9.1  The Supplier shall comply with all applicable laws, statutes, regulations, and codes relating to bribery and corruption and further the Supplier shall promptly report to Company any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract.

9.2  The Supplier warrants that it shall, and it shall procure that all personnel provided by the Supplier (whether employed by the Supplier or not), comply fully with Company Code of Conduct and further that the aforementioned personnel will be appropriately qualified, trained and have the necessary skills and expertise to perform its obligations under or in connection with this Contract.

9.3  If the Supplier provides service escort and/or transport Services then the Supplier further warrants that it shall, and it shall procure that all personnel provided by the Supplier comply fully with the Service Escort Code of Conduct and/or  Transport Rules and Regulations (as applicable) both of which shall individually or together form an integral part of this Contract.

10. INSURANCE & PERMITS

10.1  The Supplier warrants that it shall obtain, maintain and ensure compliance with (at its own expense) all local, state, federal and national laws, rules and regulations and other requirements of relevant authorities or bodies in relation to the provision of the Services and/or this Contract including but not limited to any operating licences, consents or permits that allow it to operate as a provider for paying customers for use of the Services. The Supplier shall without delay provide evidence of the same upon request from Company. Company may terminate this Contract forthwith if the Supplier fails to comply with this provision.

10.2  The Supplier warrants that it shall procure, maintain and hold (at its own expense), insurance policies at an adequate level of cover expected of a prudent operator in respect of all risks arising or which may arise in relation to or connected with the provision of the Services and/or this Contract. The Supplier shall without delay provide evidence of the same upon request from Company. Company may terminate this Contract forthwith if the Supplier fails to comply with this provision.

11. SUPPLIER INFORMATION, IMAGES & BRAND DISPLAY

11.1  The Supplier warrants that all information provided either directly or indirectly to Company pursuant to or in connection with this Contract (including for the avoidance of doubt any Commercial Terms and/or descriptions of the Services) shall be up-to-date, truthful and accurate to the best of the Supplier’s knowledge and further shall not infringe the rights of any other third party. Company shall be entitled to rely on the aforementioned information and the Supplier shall be solely responsible for and shall be held liable for any loss which Company incurs either directly or indirectly as a result of it relying on the same (including but not necessarily limited to any claim by Guests concerning erroneous descriptions of the Services or other claims related to the Services provided by the Supplier).

11.2  The standard and quality of the Services supplied shall at all times be in accordance with and comply with such descriptions.

11.3  For the purpose of advertising or sale, the Supplier hereby grants to Company a non-exclusive, non-transferable, worldwide, royalty-free licence to use, reproduce, display, transmit and redistribute in any manner whatsoever the Supplier's trademarks, photo’s, descriptions, other marks or images, logos and name (including the name of any Supplier chain to which the Supplier belongs). Company may sub-licence its rights in this clause to its clients for the purpose of allowing them to advertise or sell the Services.

12. INDEMNITY & EXCLUSION OF LIABILITY

12.1  Each party agrees to indemnify, defend and hold harmless the other party, and its directors, its Affiliates, employees, subcontractors and agents against each and all claims for damages, expenses, demands, actions, proceedings, losses, compensation, fines, costs (including legal costs) which the other party becomes liable for as a result of any negligent act or default of the other party, or its employees, sub-contractors or agents, or as a result of any breach of contract on the part of the other party (including but not limited to the warranties given by the Supplier in this Contract).

12.2  Except as expressly provided in this Contract, and with the exception of such damages which a party is entitled to indemnification under clause 12.1, to the maximum extent permitted by law, Company shall not be liable for any indirect,  consequential, special, punitive or similar damages (including, without limitation, lost profits and lost revenues) to the Supplier or any third party pursuant to or in connection with this Contract, regardless of the theory of liability (contract, tort (including negligence and strict liability) or otherwise) and regardless of whether Company was or should have been aware of such possibility.

13. OBLIGATIONS TO GUESTS

13.1  Should any incident befall a Guest, the Supplier must inform Company as soon as possible giving details of the incident. The Supplier agrees to co-operate fully with Company in dealing with Guest claims or complaints and shall promptly do so ensuring that a detailed response is returned to Company no later than 7 days from receipt. In the event that Company is required to provide compensation to a Guest due to an act or omission of the Supplier, the Supplier agrees to indemnify and reimburse Company in full for such expense.

13.2  All personal data relating to Guests which the Supplier may receive whether from Company or the Guest themselves constitutes confidential information and the Supplier agrees to comply with any and all applicable laws, statutes, regulations and codes that relate to or are connected with data protection.

14. CHANGE OF OWNERSHIP

In the event that the Supplier sells, leases or otherwise disposes of its interest in the Services that this Contract applies to, the Supplier shall use all reasonable commercial efforts to give Company at least 3 months' prior notice in writing of its intention. In the event of such sale, lease or other disposition of such Services, the Supplier will expressly provide in the contract of sale, lease or disposition that this Contract (including all bookings) will be honoured by the purchaser, lessee or other new party.

15. GENERAL PROVISIONS

15.1    The parties agree that all information (howsoever disclosed) relating to this Contract (including for the avoidance of doubt the Commercial Terms and any personal data relating to Guests), and/or the business affairs, operations, processes, product information, plans, know-how or otherwise of the disclosing party is to remain confidential between the parties, and must not be disclosed to any third party other than as required by law.

15.2  The Supplier warrants that the person signing the Contract and/or any other person providing information (including for the avoidance of doubt any Commercial Terms) to Company in connection with or pursuant to this Contract is duly authorised to do so and validly represents and can bind the Supplier.

15.3  The Supplier shall be an independent contractor and not the servant, or employee of Company. Nothing in this Contract makes the Supplier a partner of Company and the Supplier agrees not to hold itself out as such. Further, no employee, agent, subcontractor or other personnel of the Supplier shall be deemed to be an employee, worker, consultant or otherwise of Company and the Supplier shall ensure that each of the aforementioned do not hold itself as such. The Supplier shall be responsible for income tax, national insurance, social security contributions and/or employee related matters associated or connected with its employees, workers, consultants or other personnel. The Supplier shall indemnify Company against any and all claims, deductions, expenses or otherwise that Company may suffer or incur as a result of such  income taxes, national insurance, social security contributions and/or employee related matters associated or connected with the Supplier employees, workers, consultants or other personnel.

15.4  Should the Supplier subcontract any of its obligations under or connected with this Contract to a third party then the Supplier agrees that the selection of its subcontractors shall be done with due care and diligence. Notwithstanding the aforementioned the Supplier shall be fully liable for the provision of any of its obligations under or connected with this Contract as though they were acts and/or omissions of the Supplier itself.

15.5  If a provision of this Contract is or becomes null and void, unlawful or unenforceable for whatever reason, the validity of the remaining provisions will be unaffected, and the parties agree, acting in good faith, to negotiate the respective provision so that it is replaced with a different valid, lawful and enforceable provision that is as close as possible the original purpose intended by the parties.

15.6  A waiver (whether express or implied) by either party of any of the provisions of this Contract or of any breach of or default by the other party in performing any of those provisions shall not constitute a continuing waiver and that waiver shall not prevent the waiving party from subsequently enforcing any of the provisions of this Contract or from acting on any subsequent breach of or default by the other party under any of the provisions of this Contract.

15.7  The Supplier shall not for the duration of the Contract (and for 6 months after termination or suspension of the Contract) offer to employ, engage or otherwise endeavour to entice away from Company any of Company’s clients. Nor shall the Supplier for the same period be involved with the provision of the Services or otherwise have direct business dealings with any of Company’s clients which have previously been in contract with Supplier via Company.

15.8  Should the Supplier provide Service Escort then the Supplier agrees that nothing in this Contract shall deem the Service Escort to be an employee, worker, consultant or otherwise of Company and the Service Escort shall not hold out as such. Accordingly, the Supplier shall be responsible for income tax, national insurance, social security contributions and/or employee related matters of the Service Escort. Further, the Supplier shall indemnify Company against all claims, deductions, and expenses or otherwise in respect of such incomes taxes, national insurance, social security contributions and employee related matters.

16. TERMINATION

16.1  Either party may terminate this Contract, forthwith, if the other party materially breaches this Contract, ceases to do business, becomes insolvent or is subject to any voluntary insolvency proceedings or involuntary proceedings that are not released within 60 days, or makes an assignment for the benefit of creditors.

16.2  At least 30 days prior to the expiration of the Relevant Validity Period both parties, acting in good faith, shall negotiate and finalise the Contract Rates and Base Availability for the subsequent validity period. If the aforementioned cannot be finalised in accordance with this clause, this Contract (in its entirety) shall be suspended as at the day following the expiry of the Relevant Validity Period and Company will not offer the Services to its clients until such time as the aforementioned have been finalised.

16.3  Subject to clauses 16.1 and 16.2, this Contract shall remain in full force and effect from the date of signature until either party terminates it giving not less than 30 days’ written notice to the other party. Notwithstanding the termination or suspension of this Contract the Supplier agrees to honour all bookings made prior to the date of such termination or suspension irrespective of whether the date of Guests stay falls outside the effective termination or suspension date (and for the avoidance of doubt clauses 6.5 and 6.6 shall also apply to such bookings).

17. JURISDICTION

The validity, construction and performance of this Contract shall be governed by and construed in accordance with the law of England and the parties submit to the jurisdiction of the English courts.