THIS USER AGREEMENT is made BETWEEN:
(1) Live-link Distribution Ltd situated at 44a Frances Street, Newtownards, Co Down, Northern Ireland BT23 7DN. (“TripBooker.net”)
(2) And the User
1. RECITALS
i) Tripbooker.net is a Travel computer reservation system for flights, Hotel and car Reservations.
(ii) The User wishes to acquire a connection to TripBooker.net enabling it to create Travel Reservations.
2. DEFINITIONS
Internet Distribution Systems:
(IDS) Internet Distribution Systems are international websites, e-commerce travel websites and web based computer reservation systems.
Global Distribution Systems:
(GDS) Global Distribution Systems are international computer reservation systems that access many databases of suppliers and airlines etc and operate in many different countries.
Computer Reservation Systems:
(CRS) Computer Reservations Systems are computerised systems used to store and retrieve information and conduct transactions related to travel.
3. The Service
Tripbooker.net shall operate and maintain an online computer travel reservation system.
4. TripBooker.net OBLIGATIONS
(i) Tripbooker.net shall provide the travel Computer reservation system and allow 24/7 access from an internet connected PC. However TripBooker.net cannot guarantee the availability of the individual transport and operator systems.
(ii) TripBooker.net shall use all reasonable endeavours to ensure that the user is able to access Tripbooker.net continuously with all suppliers and will endeavour to correct any failures or interruptions in the connection within 72 hours.
5. THE USERS’ OBLIGATIONS
The User acknowledges and agrees that for TripBooker.net to be able to provide the Service the user shall: -
· use Tripbooker.net for internal use only.
· understand that all bookings have to be paid in full at time of transaction by credit/debit card
· understand that all bookings are made directly with the relevant suppliers
· Bookings that are not created on Tripbooker.net but are placed on the telephone or by email with travel reservation team are done so at the reservation team’s terms and conditions.
· Ensure that all queries are addressed in good time to allow TripBooker.net to rectify any problems.
· Ensure that no unauthorized personnel can gain access to Tripbooker.net
· Ensure that there is no misrepresentation of Tripbooker.net or any of the product or services that are offered.
· Supplier rates are set by individual suppliers and TripBooker.net have no control over pricing issues, discounts or business model changes of suppliers.
· Agrees that all unnecessary searches (100’s of searches without bookings, we require a ratio of at least 300:1) may result in a charge of £0.05 per search.
· Tripbooker.net reserve the right to terminate this agreement immediately if it feels the user is abusing the system in any manner whatsoever.
· The User owns no part of the system and is paying a license fee for access to the system.
6. TERM
This Agreement shall come into force on the date of this Agreement and shall continue for an initial period of twelve months and thereafter from year to year unless terminated earlier in accordance with the provisions of Clause 9 below. After the initial twelve month period either party may terminate the Agreement by giving to the other not less than three months notice in writing at any time. In the event of this Agreement being terminated Tripbooker.net shall ensure that all reservations made prior to termination are processed.
7. PROTECTION OF CONFIDENTIAL INFORMATION
Data Protection Statement. In order to process your booking and to ensure that your travel arrangements run smoothly and meet your requirements TripBooker.net, need to use the information you provide (such as name, address, and special need/dietary requirements etc). We take full responsibility for entrusting that proper security measures are in place to protect your information. We must pass the information on to the relevant suppliers of your travel arrangements such as airlines, hotels, transport companies etc. The information may also be provided to public authorities such as customs/immigration if required by them, or as required by law. Additionally, where your trip is outside the European Economic Area (EEA), controls on data protection in your destination may not be as strong as the legal requirements in this country. We will not however, pass any information onto any person not responsible for part of your travel arrangements. This applies to any sensitive information that you give such as details of disabilities, or dietary /religious requirements. (if we cannot pass this information to the relevant suppliers, whether in the EEA or not, we cannot provide your booking. In Making this booking, you consent to this information being passed on to the relevant persons.)
(ii) The obligations of Clause 7. (i) shall not apply to any information which:
(a) was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
(b) is, or becomes, publicly available through no fault of the Receiving Party;
(c) is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
(d) was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the Confidential Information supplied by the Supplying Party; or
(e) is required to be disclosed by order of a Court of competent jurisdiction.
8. INTELLECTUAL PROPERTY
The ownership of any and all Intellectual Property which exists within the CRS and interface, software and technical support provided by TripBooker.net to the user under this Agreement shall remain with Tripbooker.net
9. FEE AND PAYMENT
(i) The User shall pay to TripBooker.net monthly in advance of the amount set down by the users’ level, Basic, Standard or Elite.
(ii) The user shall also pay any fees associated with their travel reservations including fares, rooms, transports costs, all taxes and charges
(iii) If payment is not received by any due date, TripBooker.net shall be entitled (without prejudice to any other right or remedy):
(a) to charge interest on the outstanding amount at the rate of 4 per cent annum above the base lending rate of Northern Bank Limited, accruing daily;
(b) not to provide any further services.
(iv) TripBooker.net may increase the fees set out in this Agreement by giving 90 days prior written notice to take effect from the next due invoice, but:
(a) no such charge shall be made within the initial 12 months of this Agreement.
b) The user may terminate this Agreement by giving 60 days notice in writing following written notification of Tripbooker.net intent to increase charges.
10. TERMINATION
(i) Either Party may terminate this Agreement immediately on giving written notice to the other Party if the other Party commits a serious breach of this Agreement or fails to remedy to the reasonable satisfaction of the non-breaching Party, within seven days from receiving a written request to do so, any other breach of this Agreement.
(ii) This Agreement shall terminate immediately without notice if;
(a) Either Party suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due; or
(b) Either Party has a Receiver or Liquidator appointed, or passes an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or reorganisation) or a Court makes an Order to that effect or a similar event occurs;
11. ENTIRE AGREEMENT
This Agreement contains the whole Agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
12. FORCE MAJEURE
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement, which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 30 days, either Party may terminate this Agreement by written notice to the other Party.
13. AMENDMENTS
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
14. ASSIGNMENT
Subject to the following sentence, neither Party may assign, delegate, sub-contract, mortgage, charge or otherwise transfer any or all of its rights and obligations under this agreement without the prior written agreement of the other Party. A Party may, however, assign and transfer all its rights and obligations under this agreement to any person to which it transfers all of its business provided that the assignee undertakes in writing to the other Party to be bound by the obligations of the Assignor under this Agreement.
15. WAIVER
No failure or delay by TripBooker.net in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
16. INDEMNITY
The user shall throughout the term indemnify and keep indemnified Tripbooker.net from and against any and all loss, damage or liability (whether criminal or civil) suffered and legal fees and costs incurred by TripBooker.net resulting from a breach of this agreement by the user including:
1. any act, neglect or default of the Tripbooker.net employees or agents;
2. breaches in respect of any matter arising from the supply of a Service resulting in any successful claim by any third party.
17. ARBITRATION
Every question, dispute or difference arising between the parties to this Agreement with reference to this Agreement or the rights, duties or liabilities of either party under this Agreement or with regard to the construction of any of the contents of this Agreement or as to any act or thing to be done in pursuance thereof arising out if anything contained in this Agreement, whether during the continuance if this Agreement or upon or after the determination of this Agreement by effluxion of time or by any act of either party to this Agreement or otherwise, shall be referred to a single arbitrator to be appointed in the case of difference by the President for the time being of the Institute of Arbitrators at the instance of the first party applying to him and this shall be deemed to be an arbitration agreement within the provisions of the Arbitration Act 1996 which shall continue in force notwithstanding the termination or cancellation or repudiation by either party to this Agreement.
18. AGENCY, PARTNERSHIP ETC.
This Agreement shall not constitute or imply a Partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have nor represent that it has any authority to make any commitments on the other Parties behalf.
19. FURTHER ASSURANCE
Each party to this Agreement shall at the request and in defence of the other or any of them execute and do any Deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
20. SEVERANCE
If any provision of this Agreement is prohibited by law or judged by a Court to be unlawful, void or unenforceable, the provision shall, to the extent required be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
21. INTERPRETATION
In this Agreement unless the context otherwise requires:
(a) Words importing any gender includes every gender;
(b) Words importing the singular number include the plural number and vice versa;
(c) Words importing persons include firms and corporations and vice versa;
(d) References to numbered Clauses are references to the relevant Clause in this Agreement;
(e) Any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
(f) The headings to the Clauses and paragraphs of this Agreement are not to affect the interpretation;
(g) Any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bylaw made under that enactment;
(h) Where the word “including” is used in this Agreement it shall be understood as meaning “including without limitation”.
22. NOTICES
(i) Any Notice to be given under this Agreement shall be in writing and shall be sent by mail (or airmail or, by facsimile or e-mail confirmed by first class mail or airmail), to the address of the relevant Party set out at the head of this Agreement or to the relevant facsimile number set out below, or such other address or facsimile number as that Party may from time to time notify to the other Party in accordance with this Clause.
(ii) Notice sent as above shall be deemed to have been received three working days after the day of posting (in the case of inland first class mail), or seven working days after the date of posting (in the case of airmail), or on the next working day after transmission (in the case of facsimile messages, but only if the transmission report is generated by the Sender’s facsimile machine recording a message from the Recipient’s machine, confirming that the facsimile was sent to the number indicated above and confirming that all pages were successfully transmitted).
(iii) In providing the giving of a Notice it shall be sufficient to prove that the Notice was left, or that the envelope containing the Notice was properly addressed and posted or that the applicable means or telecommunication was addressed and despatch of the transmission was confirmed and/acknowledged as the case may be.
23. LAW AND JURISDICTION
The validity, construction and performance of this Agreement shall be governed by the laws of Northern Ireland and shall be subject to the exclusive jurisdiction of the Courts of Northern Ireland to which the Parties submit.