TRAVELPORT ROOMS AND MORE TERMS AND CONDITIONS

Transcription

1 TRAVELPORT ROOMS AND MORE TERMS AND CONDITIONS 1 These terms and conditions ( terms ) are issued by TRAVELPORT GLOBAL DISTRIBUTION SYSTEM B.V., (formerly known as Galileo Nederland B.V.), a company incorporated in the Netherlands (Company Registration No ) whose registered address is at Taurusavenue 33A, 2132 LS Hoofddorp, Netherlands ( Travelport ). Travelport operates the accommodation searching and booking facility known as TRAVELPORT ROOMS AND MORE ( TRAVELPORT ROOMS AND MORE ). TRAVELPORT ROOMS AND MORE 2 These terms apply to all use of and bookings made via TRAVELPORT ROOMS AND MORE. 3 TRAVELPORT ROOMS AND MORE is made available by Travelport for use by travel agents ( Agent ), and any employees, consultants or contractors permitted by the Agent to use TRAVELPORT ROOMS AND MORE ( Users ). 4 TRAVELPORT ROOMS AND MORE is intended to assist Agents in reviewing and comparing travel information and content, making legitimate bookings on behalf of customers ( Traveller ), and otherwise transacting business with third party travel suppliers or aggregators ( Suppliers ). Acceptance of terms 5 Please read these terms carefully. Access to and use of TRAVELPORT ROOMS AND MORE is only offered by Travelport expressly on the condition that you (as Agent) accept these terms without modification. By accessing or using TRAVELPORT ROOMS AND MORE in any manner, you hereby agree to be bound by these terms. If you do not accept all of these terms, you must not use TRAVELPORT ROOMS AND MORE and must not attempt to make any bookings via TRAVELPORT ROOMS AND MORE. 6 You acknowledge that: (a) (b) (c) these terms apply to you (as Agent), the User and all other persons on whose behalf a booking is made via TRAVELPORT ROOMS AND MORE including the relevant Travellers; and additional Supplier terms apply to the extent a booking is made via TRAVELPORT ROOMS AND MORE ( Supplier Terms ), and you and Traveller agree to abide by such additional Supplier terms. Supplier terms will be displayed at the time of the booking and require your acceptance at that time; and there may be additional terms which apply to the use of certain features and functionality accessed via TRAVELPORT ROOMS AND MORE, and you agree to abide by such additional third party terms ( Third Party Terms )Third party terms will be displayed at the time of the booking and may require your acceptance at that time. 7 You must communicate these terms and Supplier Terms to all Travellers, and ensure that all Travellers are aware of and have read and agreed to these terms and Supplier Terms before a booking is made. Any violation of these terms or Supplier terms may result in cancellation of your access to TRAVELPORT ROOMS AND MORE, or cancellation of a booking for Travellers. 8 You acknowledge that Travelport reserves the right to charge you a fee relating to your access to and use of TRAVELPORT ROOMS AND MORE. User details 9 Travelport will provide you with unique identification user names and/or passwords to allow Users to access and use TRAVELPORT ROOMS AND MORE. Agents must (and must ensure that their staff) keep secure any such means of identification which allows access to TRAVELPORT

2 ROOMS AND MORE, and not permit any unauthorised person to use those personal identification details to access TRAVELPORT ROOMS AND MORE. 10 Agents are responsible for all acts, omissions and use of TRAVELPORT ROOMS AND MORE by their Users, and all bookings entered into via TRAVELPORT ROOMS AND MORE or use of TRAVELPORT ROOMS AND MORE using the User or Agent identification assigned to them, regardless of whether the User or Agent actually made the booking or used TRAVELPORT ROOMS AND MORE. Relationship with Suppliers 11 TRAVELPORT ROOMS AND MORE allows Agents to enter into transactions with Suppliers on behalf of Travellers. Suppliers are independent parties of Travelport, and Travelport is not responsible for the acts or omissions of Suppliers, or the products and services they offer or content they publish via TRAVELPORT ROOMS AND MORE. 12 When using TRAVELPORT ROOMS AND MORE, you may be provided with a range of Supplier options, and whether or not a particular Supplier appears will depend on your request and the Supplier s response. Travelport does not endorse, recommend or prefer any particular Supplier. 13 Travelport makes no warranty or representations regarding the products or services offered or supplied by Suppliers, via TRAVELPORT ROOMS AND MORE or otherwise. Supplier Content 14 Travelport cannot and does not check the accuracy or completeness of content provided by Suppliers and displayed via TRAVELPORT ROOMS AND MORE and relies on each Supplier to provide accurate content. Travelport does not warrant the accuracy, completeness or fitness for a particular purpose of any content provided via TRAVELPORT ROOMS AND MORE, including references to price and accommodation ratings. Such content is subject to change at any time without notice, at the discretion of the Supplier. 15 You acknowledge and agree that the content and information made available via TRAVELPORT ROOMS AND MORE is provided by Suppliers, and Travelport is not responsible or liable for this content, including without limitation, where the content contains errors, omissions or misleading information. You and/or the Traveller should make your own evaluation regarding any content or information available through TRAVELPORT ROOMS AND MORE. Travelport will not make any refund in the event of any delay, cancellation, overbooking, strike, force majeure event or other event or loss suffered arising directly or indirectly out of the Supplier s content, products or services. 16 You agree that if the services or products booked via TRAVELPORT ROOMS AND MORE are not supplied in accordance with your booking, your remedy and the Travellers remedy, lies with the Supplier and not Travelport. Bookings 17 Agents can use TRAVELPORT ROOMS AND MORE to book reservations with Suppliers, on behalf of Travellers ( bookings ). 18 Bookings cannot be made on request using TRAVELPORT ROOMS AND MORE. Bookings will only be processed where the Supplier can confirm availability and accept payment within a short period of time. 19 When a booking is made via TRAVELPORT ROOMS AND MORE by users of the Travelport GDS, you authorise Travelport (including its related entities) to access your Pseudo City Code (PCC) within the Travelport GDS (being the unique alpha/numeric designator(s) assigned by Travelport for a location in connection with the Travelport GDS). Your PCC will be accessed and used for the purpose of creating active and passive bookings on your behalf, and a record of your TRAVELPORT ROOMS AND MORE booking will be kept in the Travelport GDS. 20 When a booking is made, the credit card details provided will be charged by the relevant Supplier, for the total booking price either at the time of the booking (as displayed on TRAVELPORT

3 ROOMS AND MORE) or at the time the stay is consumed, in the currency accepted by the Supplier. 21 If the booking is successful, you will be provided with an online message to acknowledge that it has been completed, and a further acknowledgement of the booking will be sent from the Supplier, to the address provided within the booking. You are responsible for notifying the details of the booking to the Traveller. 22 Bookings made within the Travelport GDS, for existing Travelport GDS customers, will follow the terms and conditions of purchase as per Agent s subscriber agreement and those presented by the Supplier. Marketing Fee 23 Travelport will facilitate the receipt of a marketing fee to you from a Supplier, for each booking made with that Supplier via TRAVELPORT ROOMS AND MORE, provided that booking is not subject to a cancellation or no-show. An estimated value of the marketing fee will be shown at the time the booking is made, however you acknowledge and agree that this is an estimate only based on rates and amounts at that point in time (which may change), and the estimate is not a guarantee of the marketing fee that may eventually be paid. The actual marketing fee will be ascertained in accordance with the reporting and invoicing section below. 24 No marketing fees, commissions, nor any other incentive provided by Suppliers as a result of a booking made within a Travelport GDS are subject to the marketing fee tracking, collection and distribution in effect for bookings within Travelport Rooms and More. You retain responsibility for the collection of marketing fees, commissions, or any other incentive resulting from bookings made with Suppliers within the Travelport GDS via Travelport Rooms and More. Quickpay 25 For a limited number of suppliers (selected at Travelport s sole discretion), Travelport will pay to you the expected marketing fee for Stayed Bookings ( Advance Marketing Fee ) within 1 month after the last day of the month during which Travelport receives confirmation (as described in clause 31 below) from the Supplier of the Stayed Bookings, whether or not the Supplier has paid Travelport at that time. 26 If Travelport has paid you the Advance Marketing Fee for a Stayed Booking and it determines in its reasonable discretion that the Supplier will not be paying it for that Stayed Booking ( Voided Stayed Booking ), Travelport may deduct from, and set off against, your marketing fees and Advance Marketing Fees, amounts equal to the Advance Marketing Fees paid to you for the Voided Stayed Booking. 27 Notwithstanding the payment method described above, you acknowledge and agree that this payment method is only provided at the absolute discretion of Travelport and Travelport is not obliged to pay you any marketing fee for a Stayed Booking until Travelport receives the full amount owing in relation to that Stayed Booking from the Supplier. Taxes 28 Marketing fees are inclusive of all applicable taxes (including value added tax, goods and services tax or local taxes of any nature), unless your business is located in The Netherlands, in which event marketing fees will be exclusive of value added tax. 29 You are responsible for ensuring compliance with all legal requirements and accounting obligations of your jurisdiction relating to taxes, invoicing and payment, and you indemnify Travelport for any loss, damage, costs or expenses it incurs as a result of your breach of this clause. 30 For the avoidance of doubt, Travelport is not and does not act as principal or undisclosed agent in the supply of any booking, but merely provides a search service and associate functionality via TRAVELPORT ROOMS AND MORE, in return for the fees payable to Travelport from Suppliers.

4 Reporting and invoicing 31 At the end of each month (or such other frequency or time period as Travelport determines in its sole discretion), Travelport will receive details of all your bookings (including relevant charges) across all Suppliers for the previous month, and will reconcile these details against your bookings from TRAVELPORT ROOMS AND MORE across all Suppliers for the same time period. Only those bookings where the Travellers stay dates have passed, and there has been no cancellation or no-show, will be reconciled for payment in that month ( Stayed Bookings ). 32 You consent to Travelport completing the reconciliation between the reports it receives from Suppliers and Travelport s bookings database, and using this reconciliation in order to determine final marketing fees payable to you. 33 The actual marketing fee due to you for your Stayed Bookings is calculated after the reconciliation has been completed, taking into account any cancellations, changes in length of stay, number of Travellers, changes to rate/room type, or any other additional items, including but not limited to where the marketing fee has been deducted at the time of making payment for the booking (as per clause 36(c) below) that may impact the marketing fee you are paid. 34 You agree that all marketing fees, once determined, will be self-billed by Travelport, unless otherwise advised. Travelport will provide you with a self-billed invoice on a monthly basis, relating to all Stayed Bookings. You agree to accept Travelport invoices on this basis, and not raise your own invoices for the same bookings or marketing fees. 35 Travelport is not obliged to pay you any marketing fee for a Stayed Booking, until Travelport receives the full amount owing in relation to that Stayed Booking from the Supplier. Once full payment has been received from the Supplier, Travelport will pay you the marketing fee within 60 days of receipt. 36 Marketing fees will be distributed to you either through one of the following methods. It is your responsibility to ensure that you know and understand how the marketing fee will be paid: (a) via your Paypal account. Unless Travelport receives, and pays, the amount owed to you in your local currency, your final amount, in your local currency, may fluctuate dependent on Paypal s exchange rates at the point at which the funds are withdrawn from your Paypal account into your local bank account; or (b) bank transfer into your local bank account, where Travelport holds current bank account details for you. Where bank transfer is elected as the method of payment, the local Travelport entity will pay marketing fees in the local currency of the country where the bank account is held. Where there is no local Travelport entity in the country, payments made by bank transfer will be paid in United States Dollars. It is your responsibility to ensure that the bank account details provided are valid and current, Travelport takes no responsibility or liability if the bank details you provided are not current and the marketing fees are unable to be paid or payment is delayed. (c) deducted from the total amount payable to the Supplier at the time of booking. The Supplier may offer an option for payment of marketing fees, where such marketing fees are deducted from the total amount payable for the booking at the time of making the booking. Where this method is chosen, you acknowledge and agree that this is in full and final payment of your marketing fees and Travelport has no further liability or obligation to pay any marketing fees in relation to the booking made. Further you acknowledge and agree that additional Supplier Terms may need to be agreed to in order to access this method of payment. 37 Notwithstanding clause 36, above you acknowledge and agree that the method of payment for marketing fees and the currency is in the sole discretion of Travelport and/or the Supplier, and that there are eligibility requirements relating to using the bank transfer method. Travelport will notify you of those eligibility requirements at the time that an application is made to Travelport to have your marketing fees paid by bank transfer.

5 Booking Changes 38 You acknowledge that modifications to bookings cannot be made via TRAVELPORT ROOMS AND MORE (and you must advise the Traveller of this fact), other than by: (a) (b) cancelling the existing booking, and creating a new booking within TRAVELPORT ROOMS AND MORE (however cancellation fees may be applicable); contacting the Supplier and requesting the modification directly (which the Supplier may refuse in its discretion). Cancellations 39 You can cancel a booking made via TRAVELPORT ROOMS AND MORE, by: (a) (b) retrieving the booking and cancelling it within TRAVELPORT ROOMS AND MORE, only where the relevant Supplier supports cancellation functionality within TRAVELPORT ROOMS AND MORE; or if not Travelport will aim to redirect you to the Supplier s website (if that website has functionality allowing you to complete the cancellation) or the Supplier s customer service centre to allow you to complete the cancellation over the phone. 40 Cancellation of a booking may incur a cancellation charge from the Supplier (as per the Supplier Terms or any other applicable terms). If a booking is cancelled, no marketing fee is payable. 41 Before completing a booking, you agree to advise the Traveller of any cancellation fees or rules that will apply. Support 42 If a Traveller has any queries or complaints regarding a booking, they must contact the Agent for support. Travelport is not responsible for dealing with Traveller queries or complaints. 43 If you experience difficulties with TRAVELPORT ROOMS AND MORE regarding the shopping, booking, retrieval and cancellation mechanisms, functionality, or marketing fee, reconciliation or marketing fee payment issues (other than pricing provided by the Supplier), you can request support from Travelport s support team by contacting the Travelport Help Desk via the contact details in the Help Center on the product help tab. You must not contact Travelport for support in relation to any issues outside these aspects of TRAVELPORT ROOMS AND MORE, and must not advise Travellers to contact Travelport directly. Payment to Supplier 44 Bookings made via TRAVELPORT ROOMS AND MORE must be paid for by valid credit card. Agents may use their Agent credit card, or the Traveller s personal credit card to make payment unless otherwise required by the Supplier at the time of making the booking. If you use your Agent credit card, it is your sole responsibility to recover proper payment from the Traveller. Credit card details will pass from TRAVELPORT ROOMS AND MORE to the Supplier, and the Supplier will process the payment. 45 Credit card surcharges may be applied, for example, transaction fees or currency exchange rate fees. These fees and charges are outside of Travelport s control, and if you or a Traveller has any questions about these fees, please contact the relevant bank or credit card issuer. 46 If you use a currency which is not accepted by the Supplier, your currency will be converted to the Supplier s currency at the time of booking. 47 If the credit card is not accepted, or if there is a charge back, you will not be paid a marketing fee for the transaction or any relevant marketing fee that has been paid must be paid back or credited to Travelport. If you have used a Traveller s personal credit card to make payment and there is a charge back, you will solely be responsible for reimbursing or crediting Travelport for any marketing fee that has been paid.

6 Privacy 48 As a user of TRAVELPORT ROOMS AND MORE, you agree and consent that Travelport may use your contact information and non-confidential data you have provided through TRAVELPORT ROOMS AND MORE for all reasonable purposes related to these terms, including to provide you with marketing material and to improve the TRAVELPORT ROOMS AND MORE product and User experience. 49 In order to process your booking we need to pass personal information of your agency or the Traveller to the relevant Suppliers (including credit card details). Travelport does not accept any responsibility or liability for any loss or damage caused by the act or omissions of the Supplier or Traveller in relation to such credit card or personal information. 50 Subject to the above, we will take all reasonable precautions to ensure the security of credit card information supplied to us. No credit card data is stored within TRAVELPORT ROOMS AND MORE. 51 Should you elect to have your marketing fees paid by Travelport using the bank transfer method, you agree and consent to Travelport holding and using your bank account details for the purposes of paying marketing fees to you, in accordance with these terms. Intellectual Property rights 52 You acknowledge that Travelport and/or its licensors own and will continue to own all intellectual property rights in TRAVELPORT ROOMS AND MORE (including copyright subsisting in software and compilation of data in Travelport databases), and any content published on TRAVELPORT ROOMS AND MORE. You must not modify, copy, transmit, display, perform, publish, license or create derivative works from any content, software or other material or information accessed via TRAVELPORT ROOMS AND MORE. Obligations on Users and Agents 53 Each time a User makes a booking via TRAVELPORT ROOMS AND MORE, that User on behalf of the Agent warrants that they are legally authorised to make the booking on behalf of the named Travellers, and that all Travellers have satisfied themselves regarding the suitability of their booking. 54 Agents must, and must procure that Users: (a) (b) (c) only use TRAVELPORT ROOMS AND MORE in accordance with this agreement; not use TRAVELPORT ROOMS AND MORE for any activities which breach any laws, infringe any party s rights, or breach any industry standards, content requirements or codes; not resell: (i) (ii) TRAVELPORT ROOMS AND MORE; or any products or services accessed or able to be booked via TRAVELPORT ROOMS AND MORE; (d) (e) (f) (g) not use TRAVELPORT ROOMS AND MORE to make any speculative, false or fraudulent bookings; not access, monitor or copy any content or information on TRAVELPORT ROOMS AND MORE using any robot, spider, scraper, program, algorithm or other automated means or any manual process for any purpose; not use another person s identification details without permission, or impersonate another person; and not use any device, software or routine to interfere or attempt to interfere with the proper functioning of TRAVELPORT ROOMS AND MORE.

7 Availability 55 Travelport does not warrant that TRAVELPORT ROOMS AND MORE and any content or information provided through it will be uninterrupted, fault-free or provide a certain level of uptime or functionality, or Supplier content. TRAVELPORT ROOMS AND MORE is offered to Agents and Users as is. Warranties Excluded 56 To the extent permitted by law and except as specifically provided herein, Travelport does not make, and expressly disclaims, any representations or warranties in connection with these terms and TRAVELPORT ROOMS AND MORE, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability, fitness for a particular purpose, title, uninterrupted service, and any warranties arising out of a course of performance, dealing or trade usage. Suspension 57 Travelport may suspend use of TRAVELPORT ROOMS AND MORE at any time and for any reason, without notice to you, including by cancelling User identification details. Liability 58 Nothing in this agreement constitutes a sale or rental of products or services from Travelport to the Agent, User or Traveller, and Travelport bears no risk of loss with respect to any products or services made available for booking via TRAVELPORT ROOMS AND MORE (including cancellations, the charging of an incorrect price or the failure of the Supplier to honour a booking). 59 To the extent permitted by law, Travelport has no liability to an Agent, User, Traveller or any third party in respect of any acts or omissions of Suppliers, including inability of Suppliers to be able to perform their obligations under their contract where the booking has been processed via TRAVELPORT ROOMS AND MORE or any liability for illness, personal injury, death, loss of property, delay or inconvenience caused directly or indirectly by any Supplier. 60 Under no circumstances will Travelport be liable to an Agent, User or Traveller for indirect, consequential or incidental damages, including but not limited to, lost profits or savings or damages for disappointment. 61 Without limiting the foregoing, Travelport s liability to you (Agent), all your Users and Travellers, is limited in all circumstances relating to use of TRAVELPORT ROOMS AND MORE, including breach of contract, tort (including negligence) or otherwise is limited to US$3,500. Indemnity 62 It is a condition of your use of TRAVELPORT ROOMS AND MORE that you indemnify Travelport against any claims, liability, damage, loss or expense that Travelport incurs or suffers as a result of any act or omission by you, a User (including any person using your User identification), the Supplier, and the Traveller, in any way connected to use of TRAVELPORT ROOMS AND MORE and bookings made thereunder. Variation 63 Travelport may vary these terms at any time, on 7 days notice by posting the variation at the beginning of the terms for a period of 30 days or by sending an to you at your registered address. If you do not agree with the variation, you must notify Travelport in writing and your use of TRAVELPORT ROOMS AND MORE will terminate. You should return to these terms periodically to review the most current version. Assignment 64 Travelport may assign this agreement to any person at any time.

8 65 Agents must not deal with its rights under this agreement or allow any interest in them to arise or be varied, in each case unless it obtains the consent of Travelport, which consent must not be unreasonably withheld or delayed. Governing Law 66 Your contract with Travelport is governed by the laws of Singapore and you agree to submit to the jurisdiction of the courts of Singapore to determine any dispute arising out of this contract.