THE CLIENT’S ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE
“Client Default” has the meaning set out in clause 4.2;
“Conditions” means these terms and conditions as amended from time to time in accordance with clause 14;
“Contract” means the contract between GTM and the Client for the supply of Travel Arrangement Services in accordance with the Contract Details, these Conditions and any Schedules;
“Passenger” means any passenger in respect of whose travel GTM provides the Travel Arrangement Services on the instructions of the Client;
“Third Party Suppliers” means any third parties who supply any travel by air, land or sea, accommodation, car hire, event planning, travel insurance or other related travel services to the Client.
(i) a reference to a statute or statutory provision is a reference to it as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted.
(ii) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
(iii) a reference to writing or written includes email.
2. Commencement and Term
2.1 This Contract shall commence on the date when it has been signed by both parties and shall continue unless terminated earlier in accordance with its terms, until either party gives to the other not less than 3 months’ written notice to terminate, expiring on or after the Initial Term.
3. PROVISION OF THE SERVICES
3.1 With effect from the Services Start Date, GTM shall throughout the term provide Travel Arrangement Services to the Client in accordance with this Contract.
3.2 Any requests made by any employee, agent or other representative of the Client, which is made in absence of express written instructions to the contrary may be accepted by GTM and the Client will be bound.
3.3 A booking constitutes a legally binding contract with the relevant Third Party Supplier which is subject to the terms and conditions of that Third Party Supplier (copies of which are available if required). For the avoidance of doubt, GTM shall not be responsible for any default or failure in any supply by any Third Party Supplier or for any loss, claim, cost, damage or injury incurred by the Client or any Passenger (directly or indirectly) as a result thereof.
3.4 GTM shall use all reasonable endeavours to accommodate any reasonable changes in the Travel Arrangement Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the fees that may be due as a result of such changes.
3.5 GTM shall be entitled to perform any of the obligations undertaken by it through any other members of its group or through suitably qualified and skilled sub-contractors.
3.6 GTM warrants to the Client that the Travel Arrangement Services will be provided using reasonable care and skill and in accordance with the Service Level Agreement.
3.7 GTM shall have the right to make any changes to the Travel Arrangement Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Travel Arrangement Services, and GTM shall notify the Client in any such event.
4. CLIENT’S obligations
4.1 The Client shall:
(i) ensure that the terms of the Order are complete and accurate;
(ii) co-operate with GTM in all matters relating to the Travel Arrangement Services;
(iii) provide GTM with such information and materials as GTM may reasonably require in order to supply the Travel Arrangement Services, and ensure that such information is accurate in all material respects;
(iv) be responsible for all travel costs and charges including without limitation, pre-paid tickets charges, rush tickets deliveries, invoice/ticket reprints, penalties, waivers, cancellation charges, airline service fees, void processing fees and penalty fares incurred by the Client, as well as the cost of lost ticket applications, ticket copies and ticket usage verifications, unless the same is incurred as a result of the negligence or misconduct, fault or omission of GTM; and
(v) be responsible for checking, arranging and obtaining any necessary passport and Visa requirements of any Passenger for the Passenger’s intended travel and destination.
4.2 If GTM’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
(i) GTM shall without limiting its other rights or remedies have the right to suspend performance of the Travel Arrangement Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays GTM’S performance of any of its obligations;
(ii) GTM shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from GTM’s failure or delay to perform any of its obligations as set out in this clause 4.2; and
(iii) the Client shall reimburse GTM on written demand for any costs or losses sustained or incurred by the Supplier or any Third Party Suppliers arising directly or indirectly from the Client Default.
5.1 The Client shall pay to GTM on demand all costs, fees, taxes etc invoiced by GTM to the Client in respect of items contracted with the Third Party Suppliers.
5.2 Where credit account facilities have been made available by GTM to the Client then all monies due shall be payable as agreed in the account application form (“Account Application Form”). GTM reserves the right to decline, reduce the Client’s credit limit or withdraw credit account facilities. In the event that no such credit account facilities will be made available by GTM to the Client or should these facilities be at any time withdrawn then GTM reserves the right to request an advance payment from the Client in respect of all contracts to be entered into on behalf of the Client. Upon the withdrawal of credit account facilities all monies outstanding to GTM will become immediately payable.
5.3 Payment terms are as agreed on the Account Application Form which also forms part of the Contract.
5.4 All payments shall be made without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise unless the Client has a valid court order requiring an amount equal to such deduction be paid by GTM to the Client.
5.5 No payment shall have deemed to have been received until GTM have received cleared funds in sterling by telegraphic transfer. In the event that any payments are returned by the Clients bankers as unpaid, the Client will indemnify GTM in respect of any charges incurred. Time for payment shall be of the essence of the Contract.
5.6 All amounts payable by the Client under the Contract are inclusive of amounts in respect of value added tax, any similar sales tax or any tax that replaces such sales taxes chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by GTM to the Client, the Client shall, on receipt of a valid VAT invoice from GTM, pay to GTM such additional amounts in respect of VAT as are chargeable on the supply of the Travel Arrangement Services at the same time as payment is due for the supply of the Travel Arrangement Services.
6.1 Where a credit note or refund is due in respect of Travel Arrangement Services not used it will only be issued subject to the return of the relevant documentation relating to the travel service concerned and are subject to the terms and conditions of the relevant Third Party Supplier. Failure to return the said documentation will imply an acceptance of the invoice for the travel services and payment will become due as per the standard payment terms set out in Clause 5 above.
6.2 Should a refund require the consent of, or calculation by the relevant Third Party Supplier then the account issued shall remain due and payable in full and any sum refunded by the Third Party Supplier shall only be credited to the Client’s account on receipt of same by GTM from the Third Party Supplier.
6.3 Without prejudice to the generality of Clauses 6.1 and 6.2 above, the Client acknowledges and agrees that:
(i) any credit notes or refunds in respect of rail travel services can only be issued provided the relevant documentation is returned within one month of date of the issue of the said documentation (or on any other terms relating to the ticket issued in respect of the rail services in question); and
(ii) some tickets are non-refundable or cannot be altered, and that any refunds made may be liable to fees levied by either GTM and/or the Third Party Supplier.
6.4 If the Client is unsure as to the cancellation and/or refund provisions of any particular ticket or the charges levied then clarification should be sought from GTM at the time of booking.
7. Late Payments
7.1 In the event that the Client fails to make payment to GTM on the due date then without prejudice to any other right or remedy available to GTM, GTM shall be entitled to :
(i) cancel or suspend all or part of the provision of Travel Arrangement Services to the Client; and/or
(ii) charge a service fee at the rate of 4 percent per annum above the Bank of England’s base rate from time to time on all over due sums until paid;
(iii) cancel (without any liability to the Client or to any Passenger) any bookings made on behalf of the Client, with any cancellation fees incurred as a result thereof being for the account of the Client.
7.2 In addition to the above GTM shall be entitled to claim interest on late payments pursuant to Late Payment of Commercial Debts (Interest) Act 1998.
7.3 GTM reserves the right to claim any expenses incurred in the collection of the unpaid overdue amount.
8. Limitation of Liability – the client’s attention is PARTICULARLY drawn to this clause 8
8.1 Nothing in the Contract shall limit or exclude GTM’s liability for:
(i) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
(ii) fraud or fraudulent misrepresentation; or
(iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
8.2 Subject to clause 8.1, GTM shall not be liable to the Client, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of damage to goodwill; and
(vii) any indirect or consequential loss.
8.3 Subject to clause 8.1, GTM’s total liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract shall be limited to the lesser of the total amount paid to GTM by way of fees for the supply of Travel Arrangement Services concerned or any additional expenses incurred by the Client.
8.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
8.5 This clause 8 shall survive termination of the Contract.
9. REPRESENTATIONS AND WARRANTIES
9.1 Each party hereby represents and warrants to that:
(i) each party has all required capacity and corporate authorization to enter into this Contract and be bound by the obligations provided hereunder;
(ii) the execution of this Contract by either party and the performance of its obligations hereunder will not constitute a violation or breach of any obligation of any agreement between the parties and any third party or a violation of either party’s legal obligations; and
(iii) each party holds sufficient rights to use all materials, supplies or resources used in the performance of either party’s obligations under this Contract, free and clear of any encumbrances.
10. insurance and Indemnification
10.1 It is the responsibility of the Client to ensure that a policy is in place with regards to insurance in respect of any loss, claim, cost, damage or injury incurred in connection with the Travel Arrangement Services or any travel resulting therefrom. GTM shall use all reasonable endeavours to assist the Client and/or the Passenger in obtaining such a policy of insurance from an insurer on the express request of the Client and on payment of the appropriate premium. The Client agrees to make each and every Passenger aware of this requirement.
10.2 The Client will indemnify, defend and hold harmless GTM and its affiliates, and their employees, directors, officers, agents and contractors and sub-contractors, against and from any losses, claims, proceedings or investigations arising out of or in connection with a breach of this Contract by the Client, including, without limitation, solicitors fees, amounts paid in settlement of claims, proceedings or investigations, except to the extent that such claim is due to the negligence or willful misconduct of GTM.
10.3 Without restricting the generality of anything contained herein, GTM warrants that its associated staff and those of its sub-contractors and any other parties over which it may exercise control, will, in the performance of the Travel Arrangement Services described herein, strictly adhere to all applicable laws and regulations including, but not necessarily limited to, those pertaining to the environment and health and safety as well as to GTM’s internal rules and policies. In the event of any breach of this warranty, GTM will indemnify, defend and hold harmless the Client and its affiliates, and their employees, directors, officers, agents and contractors, from any claims, losses, damages, awards, judgments or prejudices (including solicitors fees), which may be sustained as a result of any such breach.
In order to verify GTM’s compliance with its obligations hereunder, at any time or from time to time during GTM’s performance of the Travel Arrangement Services, the Client or a representative designated by it and reasonably acceptable to GTM, or regulatory agents, may, upon reasonable notice, inspect and test the manner in which the Travel Arrangement Services are being performed. Such rights of inspection shall include visiting sites at which GTM performs the Travel Arrangement Services, auditing selected records and databases containing data of the Client, observing the performance of the Travel Arrangement Services or selected components thereof, and interviewing GTM’s personnel familiar with, or responsible for, performing the Travel Arrangement Services. GTM shall cooperate with the Client personnel or representatives in such inspections, and shall ensure that appropriate staff, computing and other resources are available as required in the course of such inspections. Any costs arising out of the above inspection and testing shall be paid for by the party in which the costs are incurred.
12.1 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
(i) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing to do so;
(ii) the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
(iii) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
(iv) the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.
12.2 Without limiting its other rights or remedies, GTM may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
12.3 Without limiting its other rights or remedies, GTM may suspend provision of the Travel Arrangement Services under the Contract or any other contract between the Client and GTM if the Client becomes subject to any of the events listed in clause 12.1(ii) to clause 12.1(iv) or any event analogous to those listed in clause 12.1(ii) to clause 12.1(iv) in any jurisdiction in which the Client is incorporated or carried on business or GTM reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
13. Consequences of termination
13.1 On termination of the Contract for any reason:
(i) the Client shall immediately pay to GTM all of GTM’s outstanding unpaid invoices and interest and, in respect of Travel Arrangement Services supplied but for which no invoice has been submitted, GTM shall submit an invoice, which shall be payable by the Client immediately on receipt;
(ii) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and
(iii) clauses which expressly or by implication survive termination shall continue in full force and effect.
In the event that GTM should at any time grant the Client expressly or by implication a waiver any of its rights contained herein such waiver shall not be deemed to prejudice in any way the enforcement of such rights by GTM on any subsequent occasion.
We reserve the right at any time with a valid reason to change, add or delete these Conditions (including to increase or decrease any fees or charges). GTM will provide you with advance written notification of any such changes and will indicate the date from which the changes will apply.
16. Data Protection
16.1 GTM will at all times comply with its obligations under the Data Protection Act 1998.
16.2 The Client shall ensure that any communication of personal employee data to GTM and the Third Party Suppliers has been properly authorised by the employee concerned.
16.3 The Client acknowledges that GTM may store the Client’s and employee’s data and GTM may monitor and record telephone calls for the following purposes training quality control and to confirm verbal instructions.
16.4 GTM are committed to ensuring that your information is secure GTM has and maintains privacy policies in respect of its website, marketing activities and its business activities generally.
17. Force Majeure
Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include but are not limited to civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any event that is beyond the control of the party in question.
18.1 Each party undertakes that it shall not any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party, except as permitted by clause 18.2(ii).
18.2 Each party may disclose the other party’s confidential information:
(i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this clause 18.3; and
(ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
18.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
19. Entire agreement
19.1 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.
19.2 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.
20.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
21. No partnership or agency
21.1 Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between 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.
22. Assignment and other dealings.
22.1 The Client shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under this Contract without GTM’s prior written consent.
22.2 GTM may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
22.3 The Client shall notify the Supplier immediately in the event of a change of control of the Client.
24.1 Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, or sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
24.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 23.1; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day after posting; if delivered by first class airmail post, at 9.00 am on the fifth business day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one business day after transmission.
24.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
25. Third parties
No one other than a party to the Contract shall have any right to enforce any of its terms.
26. Jurisdiction and Governing Law
26.1 The supply of Travel Arrangement Services to the Client and/or the Passenger and any contracts between GTM and the Client shall be governed by the law of England and shall be subject to the exclusive jurisdiction of the English Courts, without prejudice to the right of GTM to seek recovery of any sums due from the Client before any court of competent jurisdiction.
26.2 Each party irrevocably consents to any process in any legal action or proceedings under clause 23.1 above being served on it in accordance with the provision of these Conditions relating to service of notices. Nothing contained in these Conditions shall affect the right to serve process in any other manner permitted by law.
26.3 Nothing in this clause 23 shall limit the right of GTM to take proceeding against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdiction preclude GTM from taking proceedings in any other jurisdiction, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
27.1 These Conditions are drafted in the English language. If these Conditions are translated into any other language, the English language version shall prevail.
27.2 Any notice given under or in connection with these Conditions shall be in the English language. All other documents provided under or in connection with these Conditions shall be in the English language, or accompanied by a certified English translation.
27.3 The English language version of these Conditions and any notice or other document relating to these Conditions shall prevail if there is a conflict except where the document is a constitutional, statutory or other official document.