|
Term & Condition
|
|
AGREEMENT
|
THIS AGREEMENT (AGREEMENT) is made at [DelhiIndia] on this day
of ____________ 2014 (Effective Date) by and between:
TRACK HOLIDAYS PRIVATE LIMITED, a company incorporated under the laws of India and having its registered office at Flat No. 404, 4th Floor,
Surya Kiran Building, Kasturba Gandhi Marg, New Delhi - 110 001(hereinafter referred to as Track
Holidays which expression unless repugnant to the context or meaning thereof shall be deemed to
mean and include its successors and assigns);
AND
________________________________ PRIVATE LIMITED, a company incorporated
under the laws of India and having its registered office at _________________________________
(hereinafter referred to as Travel Associate which expression unless repugnant
to the context or meaning thereof shall be deemed to mean and include its successors
and assigns);
Track Holidays and Travel Associate shall hereinafter be referred individually be
referred to as the Party and collectively as the Parties.
WHEREAS
|
|
|
|
Track Holidaysintends to appoint booking agents in and around for extending its
bookingfacilities through Agent Box
|
|
|
Track Holidays agrees to appoint Travel Associate as a booking agent for rendering
travel related services on the terms and conditions hereinafter appearing
|
|
|
Travel Associate to provide Track Holidays with self attested copies of the following
documents
|
|
|
|
a) PAN Card
|
|
|
|
b) Certificate of Incorporation, Memorandum of Association and Articles of Association
(in case of a Company)
|
|
|
|
c) Proof of the Office Address
|
|
|
|
|
NOW THEREFORE, in consideration of the provisions and mutual covenants
contained herein, it is hereby agreed by and between the Parties as follows
|
|
|
|
A. ENGAGEMENT
OF SERVICES
|
|
|
In accordance with the termshereof, Track Holidays hereby appoints Travel Associate
and Travel Associate accepts the said appointment as its booking agent for a period
of ONE YEAR starting from the date of signing of this Agreement, which period may
be renewed from time to time at the option of Track Holidays on such terms as may
be mutually agreed.
B. CONSIDERATION
Subject to the performance of obligations, warranties and undertakings
set forth in this Agreement, Travel Associate is allowed to charge over and above
the fFare available on website a service fee of Rs.________ for every one way ticket
and Rs.________ for every return ticket on each booking done by the Travel Associate
as the consideration in accordance with the attachment hereto marked as Section
C read with the structure set out in the Schedule attached hereto and marked
as Annexure 'A'.
|
|
|
C. REPRESENTATIONS AND WARRANTIES
|
|
|
|
|
|
Travel Associate hereby represents and warrants that
|
|
|
The Travel Associate is an entity validly existing and incorporated under Applicable
Law, and has the requisite power and authority, and has taken all actions necessary
to validly execute and deliver this Agreement and to perform its obligations hereunder;
|
|
|
Authority, authorization and enforceability
|
|
|
a)
|
The Travel Associate has full corporate power and authority to execute and deliver
this Agreement and to consummate the transactions contemplated hereby and to fully
perform its obligations hereunder
|
|
|
b)
|
The execution and delivery by Travel Associate of this Agreement has been duly authorized
by all requisite corporate action of the Travel Associate; and
|
|
|
c)
|
Travel Associate has duly and validly executed and delivered this Agreement and
the provisions contained in this Agreement constitutes a valid and binding obligation
of the Travel Associate enforceable against the Travel Associate in accordance with
the terms hereof, except as limited by bankruptcy, insolvency, reorganization or
other similar laws now or hereafter in effect relating to or affecting the rights
of creditors generally and to general principles of equity (regardless of whether
considered in a proceeding in equity or at law).
|
|
|
d)
|
The execution and performance of this Agreement does not conflict with other agreements
of Travel Associate;
|
|
|
|
The execution and performance of this Agreement does not conflict with any of its
agreements with any third party and is within his power and authority
|
|
|
e)
|
Travel Associate has not entered into and shall not enter into any agreement or
arrangement which will inhibit or restrict the exercise of its rights pursuant to
this Agreement
|
|
|
F)
|
Travel Associate shall not, in any interviews, use derogatory language/remarks,
directly or indirectly against Track Holidays and its product. This obligation/s
shall survive even after termination of this Agreement
|
|
|
G)
|
Travel Associate shall render services as an agent of Track Holidays in ___________on
best endeavor basis and in a professional and diligent manner and with due compliance
with all applicable laws
|
|
|
|
|
D. OBLIGATIONS OF PARTIES
|
|
|
|
|
|
|
|
Travel Associate shall at all times during the continuance of this Agreement, obey
and observe all reasonable directions and instructions which may be given by Track
Holidays concerning the conduct of business as agreed under this Agreement.
|
|
|
|
|
Track Holidays shall provide a login id to Travel Associate for doing online business,
i.e. for the booking of air tickets Domestic & International, Hotels Domestic
& International. Travel Associate understands and agrees that the login id will
be activated only after execution of this Agreement
|
|
|
|
|
Travel Associate shall pay to Track Holidays an advance payment for top-up in his
Login ID for bookings/transactions to be made in the Track Holidays website
|
|
|
|
|
Travel Associate agrees that there can be exceptional circumstances where the service
operators like the airlines, hotels, the respective transportation providers or
concerns may be unable to honor the confirmed bookings due to various reasons like
climatic conditions, labor unrest, insolvency, business exigencies, government decisions,
operational and technical issues, route and flight cancellations etc. If Track Holidays
informed in advance of such situations where dishonor of bookings may happen, it
will make its best efforts to provide similar alternative to Travel Associate or
refund the booking amount, if supported and refunded by that respective service
operators. Travel Associate agrees that Track Holidays shall not be responsible
for any such circumstances and shall not be liable for any refund to Travel Associate
|
|
|
|
|
|
|
E. RESTRICTIONS/OBLIGATIONS OF THE TRAVEL ASSOCIATE
|
|
|
|
|
|
During the term period, the Travel Associate hereby agrees to
|
|
|
To ensure that all applicable fare rules as applicable to the fare class is applied
correctly and without any misuse. Certain fare might carry certain conditions or
benefits as prescribed by the airline and it is mandatory for the Travel Associate
to offer/sell the fare in accordance with such fare rules.
|
|
|
|
|
To accurately display/readily make available to the customer AirAsias terms and
conditions including AirAsias Terms and Conditions of Carriage as it appears on
AirAsias website and as may be amended at any time and from time to time
|
|
|
|
|
Use the exclusive login ID. For changes on the access credentials, the Travel Associate
needs to seek written approval by Track Holidays in order to change and/or use
the same
|
|
|
|
|
|
|
|
F. CONFIDENTIALITY
|
|
|
|
|
|
|
All written information labeled as proprietary or confidential that is disclosed
by either Party to the other Party shall remain the sole property of the disclosing
Party. Each Party agrees that it shall not disclose, use, modify, copy, reproduce
or otherwise divulge such confidential information other than to fulfill its obligations
under this Agreement. The prohibitions contained in this Clause shall not apply
to information (a) already lawfully known to or independently developed by the receiving
party, (b) disclosed in published materials, (c) generally known to the public,
or (d) lawfully obtained from any third party, or (e) which are required to be disclosed
pursuant to the requirements of Applicable Laws, or regulations or rules of an applicable
stock exchange
|
|
|
|
|
Neither Party shall disclose to any third parties, other than its agents and representatives
on a need-to-know basis, the terms of this Agreement or any addenda hereto, except
that, either Party shall be entitled to disclose such terms to the extent required
by law or regulatory authority (including but not limited to, the rules of an applicable
stock exchange).
|
|
|
|
|
|
G. INTELLECTUAL PROPERTY
|
|
|
|
Travel Associate acknowledge and agree that Track Holidays is the absolute owners
of all right, title and interest in its respective trademarks, trade name, logo
and visual representation marks and Travel Associate shall not acquire any interest
in any such trade names or copyright by virtue of this Agreement. Both Parties shall
at all times, render necessary assistance to restrain the infringement or colorable
imitation of any such trade descriptions, trade names, or trade marks.
|
|
|
|
H. INDEMNITIES
|
|
|
|
Travel Associate hereby undertakes to indemnify and keep fully indemnified, at all
times, Track Holidays and its directors, assignees, licensees, officers, employees,
or agents, from and against all actions, proceedings, claims, demands, costs including
legal costs, awards, damages arising directly or indirectly. Incurred by the Track
Holidays (whether directly or indirectly, including punitive, special, incidental
or consequential damages) as a result of
|
|
|
|
|
Arising out of any act or omission by the Travel Associate and/or any breach of
the performance obligations or any term on the part of the Travel Associate or any
representations or warranties provided by the Travel Associate under this Agreement
|
|
|
|
|
Anythird party claims that may arise due to the infringement, impairment or dilution
of the rights of such party by Travel Associate
|
|
|
|
|
This indemnity by Travel Associate in favour of Track Holidays and Track Holidayss
Affiliates contained in this Agreement shall survive and continue in full force
and effect notwithstanding any breach by Track Holidays or Travel Associate of the
terms of this Agreement, or the termination of this Agreement, the repudiation by
Track Holidays or Travel Associate of this Agreement, or the expiration of this
Agreement by effluxion of time or otherwise
|
|
|
|
|
I. TERM AND TERMINATION
|
|
|
This Agreement shall be valid and subsisting for a period of One year after the
date of execution of this Agreement.
If Travel Associate commits a breach of the terms of this Agreement and fails to
remedy the same within a period 7 (Seven) days of receipt of a written notice in
that regard from Track Holidays, then Track Holidays shall be entitled to terminate
this Agreement forthwith at the expiry of the said period of 7 (Seven) days. If
Travel Associate commits a breach hereof which in the reasonable opinion of Track
Holidays is a "serious' breach, then Track Holidays may forthwith and without any
prior notice at all, terminate this Agreement upon written intimation to Travel
Associate.
However, either party can terminate the Agreement by giving a notice of 30 days.
The notice can be communicated by Email, without assigning any reason for the same.
|
|
|
|
J. ARBITRATION
|
|
|
The Parties to this Agreement hereby agree that they intend to discharge their obligations
in utmost good faith. The Parties therefore agree that they shall, at all times,
act in good faith, and make all attempts to resolve all differences howsoever arising
out of or in connection with this Agreement by discussion failing which, by arbitration.
The Parties shall be bound to submit all disputes and differences howsoever arising
out of or in connection with this, to arbitration by sole arbitrator to be nominated
and appointed by Track Holidays. The Parties agree that until the arbitration proceedings
are complete, they shall not take their disputes to a court of law and shall, as
far as may be practicable, continue to discharge their respective obligations as
set out herein. The arbitration shall in all matters be governed by the Arbitration
and Conciliation Act, 1996.
The place of arbitration shall be Delhi, India. The language to be used in the arbitration
proceedings shall be English.
The award of the arbitration proceedings will be final and binding on both Parties.
|
|
|
|
K. EXCLUSIVE JURISDICTION/GOVERNING LAW
|
|
|
|
All matters arising hereunder shall be subject to the exclusive jurisdiction of
the appropriate courts of Delhi. This Agreement shall be governed by the laws of
India.
|
|
|
|
L. ENTIRE AGREEMENT
|
|
|
|
This Agreement, together with all documents executed contemporaneously with it or
referred to in it, constitutes the entire agreement between the Parties in relation
to its subject matter and supersedes all prior engagement and understandings whether
oral or written with respect to such subject matter and no variation of this engagement
shall be effective unless reduced to writing and signed by or on behalf of a duly
authorized representative of each of the Parties
|
|
|
|
M. CONSENT TO EXECUTE DOCUMENTS
|
|
|
|
Travel Associate hereby agrees and confirm that Travel Associate agrees to Track
Holidays Pvt. Ltd.'s standard "terms of Use" as set out atwww.Track Holidays .com/terms/and
the same are incorporated herein by reference.
|
|
|
|
N. ASSIGNMENT
|
|
|
|
The Travel Associate shall not have any right to assign or transfer any rights,
obligations or liabilities under this Agreement in whole or in part without the
prior written consent of Track Holidays
|
|
|
|
O. LIMITATION
|
|
|
|
Travel Associate will neither appoint any sub agency nor assign any burden, benefit
or liabilities of any nature, whatsoever arise out of this agreement to any third
party without prior written consent of Track Holidays
|
|
|
|
P. RELATIONSHIP OF THE PARTIES
|
|
|
|
This Agreement is on Principal to Principal basis. The relationship of the Parties
under this Agreement is and at all times shall remain that of independent entities/contractors
and accordingly this Agreement shall not create any employer, employee relationship
between the Parties. Nothing in this Agreement or the attached Schedule(s) shall
be construed to create nor shall it be deemed to create any partnership, joint venture,
franchise, employment or agency relationship between Track Holidays & Travel Associate
or their representative or employees, consultants, agents, servants etc. and accordingly,
neither party shall represent itself as having, nor does either party have, the
right, power, or authority to bind or otherwise create any obligation or duty, express
or implied, on behalf of the other party in any manner whatsoever
|
|
|
|
Q. WAIVER
|
|
|
|
The failure of a Party at any time to insist on performance of any provision of
this Agreement is not a waiver of its right or be deemed to constitute a waiver
or forfeiture of such rights at any later time to insist on performance of that
or any other provision of this Agreement.
|
|
|
|
R. SEVERABILITY
|
|
|
|
If any term, clause or provision of this Agreement shall be judged to be invalid
for any reason whatsoever, such invalidity shall not affect the validity or operation
of any other term, clause or provision of this Agreement and such invalid term clause
or provision shall be deemed to have been deleted from this Agreement.
|
|
|
|
For Track Holidays Pvt. Ltd.
|
For Travel Associate.
|
|
Authorized Signatory:
|
Authorized Signatory:
|
|
Name:
|
Name:
|
|
Designation:
|
Designation:
|
|
Date:
|
Date:
|
|
|
|
TRACK HOLIDAYS PRIVATE LIMITED
SECTION A
TRAVEL AGENCY DETAILS
|
|
|
|
TRAVEL AGENCY NAME :
|
|
|
PROPREITOR NAME : (APPLICABLE IN CASE OF FREELANCERS OR INDIVIDUALS TAKING
LOGIN ID)
|
|
|
TRAVEL AGENCY ADDRESS:
|
|
PINCODE :
CITY :
|
STATE :
COUNTRY:
|
|
CONTACT PERSON 1 :
|
DESIGNATION :
|
|
MOBILE NUMBER:
|
EMAIL ID:
|
|
OFFICE TELEPHONE NUMBER :
|
|
|
FAX NUMBER:
|
|
|
ARE YOU A MEMBER OF ANY ONE OF THE FOLLOWING PLEASE SPECIFY: IATA /IATO/TAAI/ADTO/ANY
OTHER
|
|
|
WEBSITE ADDRESS (IF ANY )
|
|
|
|
|
SECTIONB
ACCOUNTS DETAILS
|
|
|
|
BENEFICARY NAME:
|
|
|
BANK ACCOUNT NAME
|
|
|
ACCOUNT NUMBER :
|
|
|
BANK NAME , BRANCH & CITY
|
|
|
PAN NUMBER (MANDATORY) PLEASE ATTACH COPY OF PAN CARD
|
|
|
PLEASE ADVICE IN CASE THE ABOVE PAN NUMBER IS IN COMPANYS NAME OR INDIVIDUALS NAME:
|
|
|
TIN NUMBER (OPTIONAL)
|
|
|
SWIFT/RTGS/IFSC CODE
|
|
|
|
|
|
|
|
CONTACT DETAILS OF ACCOUNTS DEPT.
|
|
|
|
NAME :
|
DESIGNATION:
|
|
MOBILE NUMBER:
|
PHONE NUMBER:
|
|
EMAIL ID:
|
FAX NUMBER:
|
|
|
|
|
SECTION C
SERVICE FEE STRUCTURE
|
|
|
|
Kindly note the following points:
|
|
|
|
|
Over and above the Fare available on website, a service fee of Rs.________ for every
one way ticket and Rs.________ for every return ticket is allowed to be charged
on each booking done by the Travel Associate
|
|
|
|
|
The said service fee shall be on the basis of cut and pay at the time of making
payment by the Travel Associate to Track Holidays Pvt. Ltd.
|
|
|
|
|
|
|
For Track Holidays Pvt. Ltd.
|
For Travel Associate.
|
|
Authorized Signatory:
|
Authorized Signatory:
|
|
Name:
|
Name:
|
|
Designation:
|
Designation:
|
|
Date:
|
Date:
|
|
|
|
|
|
|
|
|
