Agreement for Travel Management Services

AGREEMENT FOR TRAVEL MANAGEMENT SERVICES

Between

  1. Flight Centre (UK) Limited trading as Corporate Traveller, company number 02937210 with registered address at Level 6, CI Tower, St George’s Square, New Malden, Surrey, KT3 4TE ("us", "we", "our"); and
  2. The company or other entity named in the account application form attached to these terms and conditions or in any quote or invoice provided by us (“you”, “your”).

Duration

This Agreement commences on the date we accept your account application form or the date you place a booking through us (whichever occurs sooner) and shall continue for the duration of time we provide travel management services to you.

This Agreement is non-exclusive and there is no minimum financial commitment.

Understanding this Agreement

The provider of your travel service will have its own terms and conditions (such as airline conditions of carriage or accommodation or car hire terms). All such terms and conditions (including limitations of liability) apply to any travel service booked pursuant to this Agreement and, accordingly, a reference to “this Agreement” shall mean (i) the terms and conditions set out herein; (ii) the terms and conditions set out in your credit account approval letter (if applicable); and (iii) all terms and conditions of any provider of your travel services. To the extent of any inconsistency between a travel service provider’s terms and conditions and the terms and conditions set out herein, the travel service provider’s terms and conditions shall prevail, save to the extent that any provision in the travel service provider’s terms and conditions is deemed to be invalid or unenforceable. Your travel service providers will be identified on your itinerary or travel documents and their respective terms and conditions will be available directly on their websites or by contacting them. Alternatively you can ask us for copies. You must read all applicable travel service provider terms and conditions carefully because in every case they will apply to the provision of your travel services.

For the purposes of the Package Travel and Linked Travel Arrangements Regulations 2018, the parties agree that this Agreement is a general agreement for the booking of travel arrangements in connection with your trade, business, craft or profession. Services provided under this Agreement are therefore outside the scope of the Package Travel and Linked Travel Arrangements Regulations 2018, the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 and any scheme of financial protection operated by ABTA.

Price

Where we provide you with a quote for a scheduled airline ticket, the price shall be valid until close of business on the day of the quote or such shorter time we may specify (excluding airline taxes, which are subject to change and may be re-quoted at the time your booking is confirmed). In all other cases, prices are subject to availability and can be withdrawn or changed without notice. Price changes may occur by reason of matters outside our control which increase the cost of the product or service. Such factors include adverse currency fluctuations, fuel surcharges, taxes and airfare increases. Please contact us for up to date prices.

Payment terms

Corporate credit card payments will be taken at time of booking/invoicing and will incur merchant fees. You authorise us to charge all fees incurred by you in relation to the services provided to the card designated by you. If payment is not received from the card issuer or its agents for any reason, you agree to pay us all amounts due immediately on demand. You indemnify us against any loss that may be experienced by us due to any fraudulent use or otherwise of that credit card. Please note that we are unable to accept payment by consumer credit cards.

Credit accounts (if applicable) must be settled in accordance with the terms and conditions set out in your credit account approval letter. We will provide an invoice for each service at the time of booking, or as otherwise requested by you. For your convenience, we also provide monthly account statements for all travel in each month. You authorise us to conduct credit checks and references prior to approving your credit account. Credit accounts may be settled by direct debit or bank transfer. We may charge statutory interest and compensation for debt recovery costs under late payment legislation for all overdue amounts.

All money paid by you to us will be our property and will be a debt due and payable to the travel service provider. You agree and acknowledge that such money will not be held by us on trust for and on behalf of you and we may hold such money in any account as we see fit, including with our own and/or our other clients’ money.

Amendments and cancellations

Cancelled bookings may incur charges. These charges can be up to 100% of the cost of the booking, regardless of whether travel has commenced. Fees and extra charges may also apply where a booking is changed and when tickets or documents are re-issued. Where we incur any liability for a travel service provider cancellation fee or charge for any booking which you cancel, you agree to indemnify us for the amount of that fee or charge. Where you seek a refund for a cancelled booking for which payment has been made to the travel service provider, we will not provide a refund to you until we receive the funds from that travel service provider.

If you have purchased a return flight, multi-stop or round the world flight and you do not check in on a confirmed flight, the airline will register you as a ‘no show’ and your tickets on your subsequent flights will be cancelled. Please contact us as soon as possible if you do not intend to check-in for a confirmed reservation in these circumstances.

We strongly recommend that you provide us with each traveller’s phone number and email at the time of making your booking. If this information is not provided you may not receive information from airlines relating to flight cancellations or schedule changes.

Passports & visas

All travellers must have a valid passport for international travel and many countries require at least 6 months validity from the date of return. Some countries also require a machine-readable passport and/or unstamped available pages. When assisting with an international travel booking, we will assume that all travellers on the booking have a valid passport. If this is not the case, you must let us know. It is important to ensure you have valid passports, visas and re-entry permits which meet the requirements of immigration and other government authorities. Any fines, penalties, payments, delay or expenditures incurred as a result of such documents not meeting the requirements of those authorities will be your sole responsibility (except to the extent caused by fault on our part). 

If you need information regarding visas, passports and other travel document requirements for your trip, please contact us. We can provide you with general information on visa and passport requirements that apply to international travel bookings you make with us. We can also obtain more specific information from an external visa advisory service provider on your behalf (if you wish, we can obtain visas for you through this external service and fees will apply). We do not warrant the accuracy of visa and passport information provided by any external service and accept no liability for any loss or damage which you may suffer in reliance on it (except to the extent caused by fault on our part).

For travel to Australia, New Zealand, Canada or the United States please be advised that there are compulsory pre-registration requirements for visa waiver programs. If you have registered before, please check your registration is valid and has not lapsed. Please note, you may not meet the eligibility requirements and may be required to obtain a visa.

Travel insurance

For all travel we strongly recommend that you take out appropriate travel insurance to cover your travel arrangements. Travel insurance is also recommended by the Foreign and Commonwealth Office for all overseas travel. It is your responsibility to ensure you have valid travel insurance that covers and is appropriate for your needs. We will not be liable for any loss you incur if and insofar as you are able to claim for damages under a travel insurance policy. We can arrange travel insurance for you or provide you with a quote or general information about the travel insurance options available to you.

Travel advice

The Foreign, Commonwealth & Development Office (FCDO) may have issued information about your travel destination. We strongly advise you go to gov.uk/fcdo to find out more about your destination prior to the commencement of travel. Alternatively, you can contact ABTA Information Department on 0203 117 0599 (calls will be charged). 

Health

You must ensure that you are aware of any health requirements and recommended precautions relevant to your travel and ensure that you carry all necessary vaccination documentation. In some cases, failure to present required vaccination documentation (e.g. proof of Yellow Fever vaccination) may deny you entry into a country or invalidate your travel insurance cover. We recommend that you consult with your local doctor, travel medical service or specialist vaccination clinic before commencing your travel. We would be happy to provide you details of travel clinics on request.

Special requirements

Please speak to us about any special requirements you may have for your travel arrangements such as special meal and seating requests, room type or access. Please understand that travel service providers may not be able to accommodate every request.

Frequent flyer

Please provide your frequent flyer membership details (or other applicable loyalty program details) at time of booking. Please check your loyalty program for the specific terms of your membership. We cannot guarantee that the travel service provider will credit you with points for your booking. Any loyalty program discrepancies in relation to your booking must be communicated to us within one month of your flight departure date.

Travel documents

Travel documents include airline tickets, hotel vouchers, tour vouchers or any other document (whether in electronic form or otherwise) used to confirm an arrangement with a travel service provider. Travel documents may be subject to certain conditions and/or restrictions including (without limitation) being non-refundable, non-date-changeable, non-transferable and subject to cancellation and/or amendment fees. Travel documents cannot be transferred to another person to use. All airline tickets must be issued in the name of the passport/photo identity holder. An incorrect name on a booking or on the travel documents may result in an inability to travel on that booking and the booking being cancelled. Please review your travel documentation carefully and advise us immediately of any errors in names, dates and timings. You must ensure you have all your travel documents and e-tickets prior to travel. Please let us know if you believe you have not received any required documentation. 

A flight described on your travel documents and/or itinerary as “direct” will not necessarily be non-stop. All departure/arrival times are provided by the airlines concerned and are estimates only. They may change due to air traffic control restrictions, weather conditions and operational requirements.

Agency

When you make a booking with us, you acknowledge and agree that we will be acting as an agent only for the relevant transport, accommodation or other travel service provider. Our obligation to you is to (and you expressly authorise us to) make travel bookings on your behalf and to arrange relevant contracts between you and travel service providers. The travel service provider, and not Flight Centre (UK) Limited, will be responsible to you for the provision of the relevant travel service. Any services we provide to you are collateral to our agency relationship with the travel service provider and are separate to the actual provision of the travel services. Your legal recourse for travel services is against the specific travel service provider and, except to the extent a problem is caused by fault on our part, not against us. Specifically, if for any reason (excluding fault on our part), any travel service provider is unable to provide the travel services for which you have contracted, your remedy lies against the travel service provider and not with us.

Liability

We exercise care in the selection of reputable travel service providers but we are not ourselves a provider of travel services and have no control over, or liability for, the services provided by third parties. We are responsible to ensure that we process your booking with reasonable skill and care and, accordingly, our liability to you (except for fraud, or death or personal injury caused by our negligence) will be limited to supplying the relevant service again or paying the cost of having the relevant service supplied again. Our liability will also be limited to the extent that any relevant international conventions, for example the Montreal Convention in respect of travel by air, the Athens Convention in respect of travel by sea, the Berne Convention in respect of travel by rail and the Paris Convention in respect of the provision of accommodation, limit the amount of compensation which can be claimed for death, injury, or delay to passengers and loss, damage and delay to luggage.

In no event do we accept any liability in contract, tort or otherwise, for any injury, damage, loss, delay, additional expense or inconvenience caused directly or indirectly by the acts, omissions or default, whether negligent or otherwise, of third party providers over whom we have no direct control, force majeure or any other event which is beyond our control or which is not preventable by reasonable diligence on our part. We also do not accept any liability in contract, tort or otherwise, for consequential loss (meaning indirect loss, loss of revenue, loss of reputation, loss of profits, loss of actual or anticipated savings, lost opportunities, including opportunities to enter into arrangements with third parties or loss or damage in connection with claims against you by third parties) howsoever caused in connection with your booking.

Licence to use the Service Systems

We grant you the right to use certain Corporate Traveller products and services for the purposes of managing your corporate travel program, including the online booking tools (“OBTs”) SEEQA and Concur, the chatbot SAM :] and all software and services made available through the YOUR.CT website (“Service Systems”). Such rights are limited in scope and enable you to access and use the Service Systems as contemplated under this Agreement, namely that such rights are non-exclusive, non-transferable, revocable, non-sub-licensable and are at all times limited to the right to access the Service Systems for the sole purpose of enabling authorised users to make travel reservations and related activities, and subject to the prohibited uses referenced herein.

You shall not use the Service Systems to: (i) transmit any files, data or other material that actually or potentially infringes our or anyone else’s intellectual property rights; (ii) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (iii) interfere, disrupt or attempt to use the Service Systems to gain unauthorised access to any computer system, server, network or account for which you do not have authorisation to access or at a level exceeding your authorisation; or (iv) disseminate or transmit any virus or other malicious, harmful or disabling data, work, code or program (v) access, use, sell, distribute, sublicense, broadcast, or commercially exploit any Service System, including without limitation any access or use of any Service System on a service bureau basis or for any processing services beyond the scope specified in these terms and conditions; (vi) knowingly introduce any infringing, obscene, libelous, or otherwise unlawful data or material into the Service Systems; (vii) copy, modify, or prepare derivative works based on the Service Systems; (viii) reverse engineer, decompile, disassemble, or attempt to derive source code from any Service System; or (ix) remove, obscure, or alter any intellectual property right or confidentiality/privacy notices appearing in or on any aspect of any Service System. You shall maintain the security of passwords and take necessary measures to limit access and use of Service Systems exclusively to your authorised users. You represent and warrant to us that the environment in which you use the Service Systems is secure.

We may suspend your access rights to the Service Systems if you engage in any prohibited use; or, in the event such suspension does not prevent a prohibited use, terminate the licence granted herein. Without limiting any other rights pursuant to these terms and conditions, you indemnify and hold us harmless from and against any and all loss, damage, liability, and expense arising from any claim brought against us by any third party arising from or in connection with your breach of these provisions.

Service System warranties

We warrant that the Service Systems do not infringe valid patents, copyrights or other intellectual property rights of third parties. The sole and exclusive remedy for a material breach of the warranty contained herein is that we will defend you against any claim alleging that the Service Systems infringe a valid patent or copyright or other intellectual property right. We will pay all direct damages finally awarded by a competent court, plus all reasonable solicitors’ fees and related legal costs, provided always that you give us prompt written notice of such claim, reasonable information and assistance, and sole authority to defend or settle the claim. In defence or settlement, we may at our sole discretion obtain for you the right to continue using the Service Systems, or we may replace or modify them so that they become non-infringing.

The express warranties set forth in this Agreement are the sole warranties provided by us in relation to the Service Systems. We specifically disclaim all other representations, warranties, conditions, and guarantees of any kind, either express or implied, oral or written, with respect to the Service Systems, including without limitation any implied warranty (i) of merchantability, (ii) of fitness for a particular purpose, or (iii) arising from course of performance, course of dealing, or usage of trade. We do not warrant that any items or services will be uninterrupted or error free. You will not hold us liable for any interruption to the Service Systems.

Intellectual property

By using one or more Service Systems, you acknowledge and agree that the Service Systems, the software used therein, the specific design and structure of the Service Systems, as well as other design rights and know-how related to the Service Systems (including any modifications or enhancements) are and shall remain our (or our licensors’) sole exclusive property. You shall not sell, use, reveal, disclose or otherwise communicate, directly or indirectly, any part of the Service Systems to any person, company or institution whatsoever other than for the purposes set forth herein. It is expressly understood that no title to or ownership of the intellectual property rights in or to the Service Systems, or any part thereof, or any aspect related to or trade secret involved with the Service Systems is transferred to you. You shall not adapt the Service Systems in any way or use any part thereof to create a derivative work. You acknowledge that we reserve the right to change, modify or discontinue any element of the Service Systems.

Transfers of personal data

In respect of any personal data transferred under or in connection with this Agreement, each party is a separate data controller and shall: (i) comply with all applicable data protection laws; (ii) promptly notify the other (to the extent permitted by law) in writing providing reasonable detail of any third party complaint, audit, investigation or enquiry (whether by a supervisory authority, data subject or otherwise) establishing, alleging or enquiring as to possible non-compliance with data protection laws, and the parties will co-operate reasonably with each other in respect thereof; and (iii) promptly co-operate with and provide reasonable assistance, information and records to the other to assist that other party with its compliance with data protection laws.

Prior to sharing any personal data with us under or in connection with this Agreement, you shall: (i) for the purposes of data protection laws, have a lawful basis for sharing such personal data; (ii) provide all required notifications to the relevant data subject in each case (our Privacy Notice is available to all users of the Service Systems and is otherwise available at corptraveller.co.uk/privacy-notice); and (iii) otherwise ensure that you have processed such personal data in full compliance with applicable data protection laws.

We provide an option for your employees to receive the latest travel news, alerts and offers by email. Recipients may opt-out at any time.

SEEQA through YOUR.CT

We are licensed to sell SEEQA under a licence agreement between Corporate Traveller and Amadeus (the “Amadeus Licence”). To the extent permitted by law, you acquire no rights under the Amadeus Licence and Amadeus shall have no obligations or liability to you, including but not limited to any liability or obligation arising out of contract, warranty or otherwise, with respect to your access to and use of SEEQA. Upon expiration or termination of the Amadeus Licence, your rights hereunder to access and use the services furnished thereunder shall immediately cease.

Notwithstanding anything to the contrary herein, Amadeus and Corporate Traveller may gather, compile, commingle and use aggregate, anonymous statistical or analytical data and/or performance information about the use of SEEQA. Such aggregate data may be used by Amadeus or Corporate Traveller for financial, accounting, product optimisation, customer support, and other internal business purposes and, provided such aggregated data does not contain any data that could directly or indirectly define a corporation or any personal data, may be marketed and sold by Amadeus to third parties. Amadeus or Corporate Traveller, as applicable, retains all ownership and intellectual property rights to those aggregate statistical or analytical data and that aggregate statistical or analytical performance information. Further, nothing herein shall operate to restrict Amadeus’ rights with respect to the marketing of Marketing Information Data Tapes (MIDT), a data-set containing segment level details of all added, cancelled and modified air-travel reservations performed by travel agents on all participating carriers in the Amadeus system.

Concur through YOUR.CT

We are licensed to sell the Concur OBT under a licence agreement between Corporate Traveller and Concur (the “Concur Licence”). Under the Concur Licence, Concur has granted to Corporate Traveller a non-exclusive, non-transferable, worldwide right to do the following: (i) market and solicit sales of the Concur OBT directly to clients as a bundled offering with Corporate Traveller products or services; and (ii) grant to clients the non-exclusive, non-transferable right to have their employees and agents access and use the Concur OBT solely for their internal business use.

Should the Concur Licence terminate for any reason the Concur OBT will no longer be available to you. We agree to use reasonable endeavours to provide a replacement service of a similar standard and cost as the Concur OBT and should same not be available then you may terminate your use of the Concur OBT.

SAM :]

To utilise SAM :] you will be required to download the app from the Android or iOS app stores. Depending on which features are used, SAM :] will require access to user location, email inbox, calendar, camera, gallery and smartphone files. You can permanently delete all your account data via an option in the app.

By using SAM :] you acknowledge that (i) information processed through the app originates from third parties, including airlines and hotels, and that we do not make or give any warranty or representation regarding the accuracy or timeliness of such information; and (ii) there are difficulties inherent to the use of mobile internet, mobile communication and broadband and that varying speeds and congestion in networks, connections, systems and servers can cause interruptions, delays and difficulties in accessing, browsing, navigating or using the app. We exclude any and all liability which is related to any (un)planned or (un)scheduled outage, downtime, interruption, breakdown or unavailability (whether for maintenance

, upgrades, updates or otherwise) of the app.

Traveller tracking

Traveller tracking enables your nominated personnel to have access to online passenger monitoring services for bookings made through us. We are unable to report on: (i) non-GDS travel bookings; (ii) bookings where travellers have made changes at the airport; and (iii) bookings or changes made directly with travel service providers. To the extent permitted by law, we do not guarantee, and accept no legal liability whatsoever arising from or connected to, the accuracy, reliability, currency or completeness of any material contained in any passenger report.

TUPE Regulations

This provision applies if one or more individuals’ contracts of employment transfer to us from you or an incumbent supplier by virtue of a “service provision change” under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). In such circumstances, all salaries and other emoluments (including holiday pay, taxation, NI and retirement benefit contributions) relating to any such transferring employee shall be borne by you or the incumbent supplier up to and including the relevant transfer date, and you fully indemnify us in relation to the same. We shall not be responsible for, and you fully indemnify us in respect of: (i) any contractual or statutory redundancy costs, claims, or expenses arising from or in relation to the termination of any such transferring employee where such termination is effected within three months of the transfer date; and (ii) anything done or omitted to be done in respect of any transferring employee which is deemed to have been done by us by virtue of TUPE.

Third party rights

A person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. This paragraph does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that Act.

Anti-bribery and corruption

Each party shall comply, and shall ensure that each of its employees, officers, directors, contractors and agents complies with all applicable laws, regulations, codes and sanctions, including but not limited to anti-bribery and corruption, foreign corrupt practices, anti-terrorism and anti-slavery laws and specifically the Criminal Code Act 1995 (Australia), the Bribery Act 2010 (UK), the Foreign Corrupt Practices Act 1977 (USA), the Criminal Finances Act 2017 (UK) and the Modern Slavery Act 2015 (UK). Neither party shall engage in any course of conduct that would cause the other party to be in violation of the laws of any jurisdiction, including, without limitation, the laws, regulations, codes and sanctions referred to in this clause. Each party shall ensure that it has in place and maintains policies and procedures adequate to prevent bribery and corruption, foreign corrupt practices, terrorism, slavery and human trafficking and to ensure compliance with the applicable laws, regulations, codes and sanctions referred to in this clause. Each party shall, and shall ensure that each of its employees, officers, directors, contractors and agents shall uphold the highest standards of business ethics and conduct, and undertake not to give or receive any advantage that could be perceived as payment or receipt of a bribe, not to make facilitation payments, not to bribe a foreign public official, and not to engage in slavery or human trafficking.

Final provisions

From time to time it may be necessary for us to amend this Agreement. You agree that we may make changes to this Agreement at any time and for any reason. It is your obligation to check the updated Agreement. If you continue to receive services from us then you agree that you are deemed to have accepted the updated Agreement.

If any dispute arises in relation to this Agreement, the laws of England will apply. You irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of England and waive any right that you may have to object to an action being brought in those courts. Any provision (or part of any provision) of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions (or part provision) or the validity of that provision in any other jurisdiction.

EU Community List

We bring to your attention the existence of a 'Community List', which contains details of air carriers that are subject to an operating ban within the EU. The Community List is available for inspection at ec.europa.eu/transport/modes/air/safety/air-ban/index_en.htm.

Revision ref: 14 October 2020