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Agrmnt between tour operators and retail travel agents by lanyuehua

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									         Agreement between tour operators and retail travel agents


THIS AGREEMENT is made the ...... day of.........

BETWEEN:

(1)      (Name) whose registered office is at (address) (ABTA No. [...]) (‘The

         Principal’), and

(2)      (Name) whose registered office is at (address) (ABTA No. [...]) (‘The

         Agent’).




1      Definitions

‘ATOL’ means Air Travel Organisers Licence;

‘Travel Arrangements’ means air or other transport tickets, accommodation, car

hire, package holidays and any other travel services.

2      Appointment

(i)      By this agreement the Principal appoints the Agent as its non-exclusive

         agent for the retail sale of the Principal’s Travel Arrangements within

         Tanzania.

(ii)     The Agent accepts its appointment and agrees to

         (a)         sell the Principal’s Travel Arrangements; and

         (b)         give advice to each client regarding the suitability for that

                     client’s purposes of any of the Principal’s Travel Arrangements

                     as necessary
3       Term

This agreement shall come into force on the date of this agreement and shall

continue indefinitely, unless terminated earlier in accordance with the provisions of

clause 7 below.

4       Entire agreement

This agreement constitutes the entire agreement between the parties and

supersedes any prior agreement or arrangement between the parties, except in

respect of bookings already confirmed by the Principal before the date of this

agreement, in which case any prior agreement or arrangement shall apply to those

bookings.




5       Duties of the Agent

The Agent agrees to:


(i)         Brochure Display

            Display brochures and other promotional material supplied to it by the

            Principal;


(ii)        Sales Promotion

            Promote and use its reasonable endeavours to increase sales of the

            Principal’s Travel Arrangements to existing and potential clients;


(iii)       Monies held

            Hold all monies paid to the Agent by clients for bookings made with the

            Principal on trust for the Principal at all times; [Hold all monies paid to

            the Agent by clients on behalf of those clients until the Principal issues a
       confirmation invoice; thereafter to hold the monies on behalf of the

       Principal;]




(iv)   Booking form

       (a)       Ensure that a booking form is signed by the first-named client

                 on the booking form and a deposit of TSHS... taken or, in the

                 case of a late booking within the balance due date, the full cost

                 of the Travel Arrangements, before confirming the booking with

                 the Principal; and

       (b)       Thereafter, keep safe the signed booking form for at least [6]

                 years and to provide on request, copies of the same to the

                 Principal at any time within that period;


(v)    Booking conditions

       Ensure that the first-named client is referred to the booking conditions set

       out in the Principal’s brochure before any booking is taken by the Agent;


(vi)   Insurance

       Ensure that the first-named client is specifically advised of the insurance

       available through the Principal or advised of an alternative of at least

       equal standard, appropriate for that client’s requirements, which the client

       shall be [requested (or) required] to purchase at or before the time of

       entering into a contract with the Principal;
(vii)    Amendments notified by Principal

         (a)         Notify the first-named client on the booking form immediately in

                     writing (and by telephone if notification occurs less than [14]

                     days before departure) of all corrections and amendments

                     advised by the Principal (whether advised by the Principal in

                     writing or orally) in respect of that client’s booking;

         (b)         Ensure that any instructions regarding written amendments to

                     the   Principal’s   brochures,   promotional   material   or   other

                     documentation held by the Agent are acted upon expeditiously;


(viii)   Special requests

         (a)         Ensure that when a client makes a special request in respect of

                     a booking, this request is promptly and accurately notified to

                     the Principal in writing; and

         (b)         Undertake not to make any verbal or written assurances to a

                     client that any special request shall be complied with;




[(ix)    ATOL documentation

         Give the client an ATOL receipt immediately after accepting any payment

         from a client for an air ticket or a package holiday including a flight

         element and pass on the Principal’s confirmation invoice to the client on

         receipt;]
[(x)    ATOL receipt

        Ensure that the ATOL receipt provided to the client in respect of the

        purchase of an air ticket or package holiday including a flight element,

        sold under the Principal’s ATOL includes the following information:

        (a)         the Principal’s correct legal name and ATOL number;

        (b)         a statement that the Agent acts as agent for the Principal;

        (c)         the Principal’s booking reference;

        (d)         a statement that any monies paid to the Agent are held at all

                    times by the Agent on behalf of the Principal;

        (e)         the name of each person travelling;

        (f)         the date, origin and destination of each flight booked;

        (g)         an indication of whether the booking is a package holiday; and

        (h)         the amount of payment accepted by the Agent from the client

                    and the total amount payable under the booking;]




[(xi)   Notification to Principal

        Notify the Principal within 24 hours of receiving payment in respect of an

        air ticket or a package including a flight element and give the Principal

        sufficient information to enable it to issue an ATOL and confirmation

        invoice;]


(xii)   Telephone bookings/late bookings
         Ensure that where clients make telephone bookings or book late the steps

         outlined in sub-clauses (vi), (xi) and (xii) are satisfied as soon as possible

         after confirmation by the Principal.

         In particular the Agent shall ensure that [an ATOL receipt and]8 a copy of

         the Principal’s booking conditions are:

         (a)         delivered to the first-named client in person; or

         (b)         sent to the first-named client’s address no later than the next

                     working day;




(xiii)   Notification of cancellation and amendment requests by clients

         Ensure that all requests by a client to amend or cancel a booking are

         passed on to the Principal in writing on the day on which they are

         received;


(xiv)    Cancellation and amendment procedure

         Inform      the    first-named      client    of   any    obligation     to   pay

         cancellation/amendment charges where a client requests the cancellation

         or amendment of a booking.


(xv)     Collection of monies due

         Collect   from    clients   all   deposits,   balances,   cancellation   charges,

         amendment fees and all other monies payable by clients in accordance

         with the Principal’s booking conditions [as published from time to time]

         and to remit those monies as shown on the Principal’s confirmation
        invoice, cancellation invoice or amendment invoice as applicable to the

        Principal by their due date.



        If the Agent is unable to collect the balance payment from a client at least

        [8] weeks prior to departure, the Agent shall immediately send to the

        first-named client a recorded delivery letter demanding settlement within

        7 days of receipt. If the full balance in respect of that booking is not paid

        within the specified time limit, the Agent shall notify (insert name of

        person or dept.) in writing, whereupon the Principal reserves the right to

        treat that booking as cancelled and issue a cancellation invoice;


(xvi)   Agent’s liability

        The Agent shall remain personally liable to the Principal for monies which

        it has failed to collect in accordance with the terms of this agreement and

        the Principal’s booking instructions, where a booking has been confirmed

        by the Principal without:

        (a)       collecting a deposit and/or balance from the client; or

        (b)       collecting the total cost of the Travel Arrangements in the case

                  of a late booking; or

        (c)       collecting any other sums due under the client’s contract with

                  the Principal such as amendment fees;
(xvii)     Complaints

           Advise the Principal [within (number) days (or) immediately] of any

           complaint by a client in relation to the Travel Arrangements (including any

           complaint to a Trading Standards Department or a regulatory or trade

           body);


(xviii)    Duty to forward correspondence

           Forward    immediately    to   the   Principal   any   communication    or

           correspondence received from a client and to forward immediately to the

           client any communication or correspondence received from the Principal;

           and


(ixx)      Duty not to misuse Principal’s name/trademark

           Not make use of the Principal’s name, trademarks [or ATOL number]

           except in accordance with the terms of this agreement.




6        The Principal’s undertakings

The Principal hereby undertakes to:


(i)        Provision of brochures

           Provide to the Agent sufficient brochures and other promotional material

           in relation to the number of bookings placed by the Agent;


(ii)       Brochure compliance

           Ensure that all brochures and other promotional material published by the

           Principal comply with the requirements of civil and criminal law;
(iii)   Indemnity

        Hold the Agent indemnified against any liability arising from the failure of

        the Principal to comply with the provisions of sub-clause (ii) above;




(iv)    Confirmation of bookings

        Confirm each booking request by:

        (a)       issuing a confirmation invoice by facsimile or by post to the

                  Agent [in accordance with the terms of the ATOL Regulations

                  and the terms of the Principal’s ATOL] within 7 days from the

                  date of booking; or

        (b)       confirming the booking immediately on Viewdata, if such facility

                  is available and then complying with the provisions of sub-

                  clause (a) above;


(v)     Commission

        Pay commission on each booking made by the Agent with the Principal at

        the rate of ...%, subject to the following:

        (a)       No commission shall be payable until the Principal has issued a

                  confirmation invoice or confirmed the booking on Viewdata in

                  accordance with its booking conditions; and

        (b)       No commission shall be payable if a client cancels his travel

                  arrangements, save that the Agent shall be entitled to receive

                  commission on any forfeit deposits or cancellation charges
                   payable by the client, provided such payment has been made by

                   that client.

         The mechanism for payment of commission is as agreed between the

         Agent and the Principal and set out at Schedule 1 of this agreement.

         [All payments in respect of the Principal’s Travel Arrangements sold by

         the Agent shall be made through the ABTA Single Payments Scheme;]


(vi)     Tickets/vouchers

         Issue and dispatch tickets and/or vouchers to the first-named client’s

         address [at least (or) approximately] [14] days before the due departure

         date for those Travel Arrangements.

         In the case of late bookings, the Principal may make alternative

         arrangements for tickets and/or vouchers to be received by clients in time

         for their departure.




7      Termination

(i)      Either party may terminate this agreement at any time on giving at least

         28 days’ written notice to the other party.

(ii)     Either party may terminate this agreement immediately on giving written

         notice to the other party if:

         (a)       the other party commits any serious breach of this agreement

                   or fails to remedy to the satisfaction of the non-breaching party,

                   within 7 days of receiving a written request to do so, any other

                   breach of this agreement; or
        (b)       in one party’s reasonable opinion, there is any repeated or

                  persistent failure by the other party to provide service of a

                  sufficiently   high    standard     to    clients   booking   Travel

                  Arrangements.



(iii)   This agreement shall terminate immediately without notice if:

        (a)       the other 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)       the other 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; or

        (c)       distress or execution is levied against the property of the other

                  party; or

        (d)       the Agent ceases to be a member of the Association of British

                  Travel   Agents     Limited   (without   the   express   consent   for

                  continuation by the Principal).

(iv)    If this agreement is terminated for any reason save those set out at sub-

        clauses (iii)(a), (b) and (c), the termination shall not apply (at the

        Principal’s discretion) in relation to bookings confirmed by the Principal to

        the Agent before the effective date of termination and the rights and

        obligations of the parties under this agreement in respect of such
          bookings shall survive the termination and be enforceable notwithstanding

          it.




8      Variation

The terms of this agreement may only be varied in writing, signed by duly

authorised representatives of both parties.

9      Assignment

Neither party may assign the benefit of this agreement without the prior written

consent of the other.

10     Notices

Any notice required to be given under this agreement shall be sent by facsimile or

first class post to:

(a)       (Insert address of principal and facsimile number), in the case of the

          Agent; or

(b)       (Insert address of agent and facsimile number) in the case of the

          Principal; or

(c)       Such other address or facsimile number as either party may from time to

          time notify to the other in writing.

11     Governing law

This agreement is governed by the laws of Tanzania and both parties agree to

submit to the jurisdiction of the courts in Tanzania at all times.

Signed for and on behalf of

(Signature of principal)
Signed for and on behalf of

(Signature of agent)




                                  SCHEDULE 1


                  (Insert mechanism for payment of commission)

								
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