This Vendor Agreement (hereinafter referred to as the “agreement”) is an electronically executed document, legally binding and enforceable pursuant to the provisions of the Information Technology Act, 2000 along with rules and amendments thereof. This agreement does not require any physical, electronic or digital signature.
This agreement is effective from the date of your acceptance of the same. You (as defined herein) accept and acknowledge that clicking on ”I Accept” shall be deemed as your voluntary acceptance (hereinafter referred to as “Acceptance”) of this agreement. In case You are not the rightful/authorized person who is voluntarily Accepting this Agreement, You must immediately notify the Company www.tuitravel.in within 24 hours of such Acceptance.
This Agreement is executed by and between:
You a competent legal person (an individual, Company, partnership, proprietorship, etc) representing itself through its duly authorized signatory only, Who has submitted a duly completed vendor Registration Form of the Company (hereinafter referred to as the “Vendor”/”You” Which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include your heirs /subsidiaries, affiliates, successors and permitted assigns) shall constitute the FIRST PART;
And
TUI India Private Limited a Private Limited Company registered under Company Act 2013 having its Registered Office at Suite 10A and K-1, First Floor, Gobind Mansion, H-Block, Connaught Circus, New Delhi-110 001 through its duly authorized representative. hereinafter referred to as “Company” and which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successor and permitted assigns) of the SECOND PART.
You (referred as ‘You and Client’ in the document) understand that the services of TUI India is only to the extent of being a facilitator between you, your customers on one side and Vendors on the other. Thus, the responsibility to provide services as per the booking/transaction/request by you is of the vendors. However, TUI India will render all possible help and will deal with the vendors on your behalf. You shall promote and sell TUI products for individuals/ groups upon acceptance of the following terms and conditions.
The Company acts as a Pure Agent of its Clients to incur expenditure or costs in the course of supply of hotel services on behalf of your authorization for payment to third party. You shall be entitled to make bookings through the website www.tuitravel.in or through contact centre.
You shall not make any representation to your customer that may be misleading or beyond the Product provided by TUI India. You shall be solely responsible for any representation made otherwise. You shall ensure that the Booking Terms and Conditions are well explained to your customer and he also reads the same before signing the terms and conditions including the Cancellation Policy as well as Refund Policy of TUI India. Under no circumstances you shall make any amendment to the Booking Terms and Conditions including the Cancellation Policy and Refund Policy of TUI India.
Bookings made by you must be filled with required data such as (i) Name as contained on Passport (ii) Father’s Name & Mother’s Name (iii) Age of your customer (iv) Address of your customer (v) email id/Mobile Number of your customer (vi) Package selected for booking (vii) dates of travel (viii) Visa details (ix) Insurance Note Number apart from other details. You shall ensure that you retain necessary document containing such details and is provided to TUI before the booking confirmation.
In case of booking made through back office, you shall be responsible to provide correct details of your customer and also submit necessary documents evidencing the correctness of data within 24 hours of making the booking. TUI India shall not issue any confirmation, unless you have handed over the physical copy of the documents to TUI India. In case of bookings made through TUI India office/outlet, you shall hand over the documents at the time of booking. In case of bookings made through TUI India online system, you shall ensure that the documents are uploaded simultaneously along with the booking request
You shall ensure that not to sell any product other than offered by TUI India. Also, you shall ensure not to take your personal bookings on TUI Website by any manipulation.
TUI India, in its sole discretion and without notice to or consent from Client and/or any other person(s) who is/are not a party to this Agreement including Client’s agents and/or any end-users, reserves the right to make any changes in or to its Inventory at any time except, Client bookings already made and confirmed by TUI India.
TUI reserves the right to determine, in its sole discretion, the rates to be charged to Client for any and all items in Inventory plus all applicable taxes, governmental fees and charges imposed by TUI suppliers, when and if applicable (the “Rate”) except the Client booking already made & confirmed by TUI.
Agent/Client is financially responsible for the payment for Travel inventory that is subject of charge backs, frauds and or Other refunds unless, determined otherwise by TUI India.
Taxes and Incidentals: There may be additional compulsory taxes, which are payable locally and are collected directly from the Customer by the hotel. Client must ensure that the Customer is aware that such local taxes may be payable in certain Customers will need to make allowances for these extra local charges. TUI has no control over any extra charges that a hotel may implement for guest room incidentals such as; air conditioning, safe, mini fridge, car parking, internet fee, etc. Any such charges must be paid directly to the hotel and TUI India cannot be held responsible for any incidental charges passed on by the hotel.
Redecoration, Renovations & Maintenance are necessary for the upkeep of hotels and the same may take place without any prior warning however, the Provider will endeavour to keep such inconveniences to a minimum. The effects of normal wear and tear can be expected in a hotel and these are beyond TUI’s control. TUI cannot accept responsibility for any disturbance or inconvenience to Customer(s) or for accidents or losses in a hotel caused by hotel management or staff members.
You shall be provided with a USER ID and a password upon logging on to the TUI website www.tuitravel.in. You shall be solely responsible for keeping your Login ID and Password secured and you shall be liable to pay for any booking made by using your Login ID and the password. Under no circumstances TUI India shall entertain any representation from you for bookings made through unauthorized access.
You shall ensure that the access to the TUI website is not used by any person other than you, nor shall you use your Login ID for any purpose other than commercial booking. You shall ensure that bookings on TUI website is made for genuine customers and adhere to the correct usage of the website including the procedure for booking as may be specified by TUI India. Under no circumstances you shall indulge in any act of manipulation or upload any vires infected files or any Trojan, malware or any other programme that may result in any kind of manipulation of the TUI Website. If any of the above act noted on your part, you shall be solely responsible for any damage made to the company or to the customer arise thereof. If you discover any system malfunctioning that may result in any misuse or abuse, you shall promptly inform TUI India and the System Administrator of TUI Website.
Company shall not guarantee for access of website 24*7, in case there is any technical issue. Also, Company shall not be obliged by any act to provide any uninterrupted Services. Client shall update static data using TUI interface minimum once a month in order to get the most updated content and inventory. TUI shall not be responsible for any issues arising because of outdated content.
TUI has taken reasonable care to ensure Product Content is correct. Client acknowledges that Product Content is made available to TUI by third party suppliers. All Product Content is prepared in good faith, but Client acknowledges that TUI cannot check the accuracy of all the product.
The Company books the hotel services purely as per the requirements of its clients and does not do so on its own accord.
The Company does not use for its own interest hotel services so procured.
The Company charges service fee / convenient fee over and above the actual cost of hotel accommodation. You shall be solely responsible to collect the entire package amount (inclusive of all taxes) which shall include the initial booking amount as well as balance amount from your customer within the time frame set out in the Booking Terms and Conditions.
TUI India shall not issue any confirmation to your customer unless you make the entire package payment to TUI India strictly as per the booking Terms and Conditions. If you are provided with any credit facility by TUI India, TUI India may at its discretion issue confirmed booking to your customer only to the extent of your credit facility, however you shall be liable to make the payment to TUI India at least 10 days prior to the customer availing the package or Invoice due date, whichever is earlier.
You hereby agree and undertake to make the payments, on account of bookings made by you, to TUI India shall be entitled to reserve its rights to encash the guarantee amount and also file necessary action, both civil and criminal, for recovery of dues against you. You shall also be liable to compensate all expenses including actual legal expenses in terms of the invoice of Lawyers, incase TUI India requires such services due to reasons attributable to you.
TUI India and its assigns may, upon your failure to make the payment, cancel the services to be rendered to your customers at your risk and liability and in addition to that, TUI India shall also initiate legal process as above, to your risk and cost. And also TUI shall not responsible for any litigation or any personal proceedings do made by your customer for cancelling the services.
You hereby agree that any payment received by you on account of bookings made with TUI India, shall be held by you in trust and shall be paid to TUI India upon demand. You shall neither misuse the said amount nor utilize for any purpose other than making payment to TUI India.
Client shall remit full and timely payment of all balances due for bookings regardless of whether Client has collected payment from the consumer or booking agent. TUI may, in its sole discretion and with notice, allow or prohibit Client to make bookings that exceed the credit line. Failure to provide prepayment for bookings over the agreed credit line will void the Rate and/or give TUI the right to cancel the booking, charge consumer directly at a different rate than the Rate or, apply all or part of the Floating Deposit or LOC toward payment, all in its sole discretion. If any of the sums payable by Client to TUI are overdue and/or unpaid after expiration of applicable notice or cure periods or, should TUI make payments on behalf of Client or, should Client fail to perform any of the terms or conditions of the Agreement then, TUI may at its sole option and without prejudice to any other remedy which TUI may have, appropriate and apply all or part of the Floating Deposit or LOC toward payment of the overdue or unpaid sums.
If payment is not received within one (1) day of due date, access to TUI system shall be suspended until full payment is received provided, however, TUI does not waive its remedies in section 4, 5 and 6 of the Agreement. In addition, upon Client’s failure to make timely payment, TUI reserves the right to temporarily or permanently change and/or eliminate the Direct Bill Terms, require prepayment for all current and future bookings, and/or cancel all bookings based upon late payments in addition to other remedies herein. A finance charge equal to the lesser of one percent (2%) per month or the maximum amount allowed by applicable law may be assessed on all amounts that are past due
You undertake and declare that the INR or foreign exchange you will pay to the company would have been collected from the concerned traveler, and the amount so collected along with any other payments allowed under Liberalized Remittance scheme that the concerned traveler would have made, will be within limit prescribed under the LRS Scheme for the concerned financial year of the concerned traveler.
You further confirm that the transactions you will undertake will not involve and will not be designed for the purpose of any contravention or evasion of the RBI regulations and provisions of FEMA. You also hereby agree and undertake to give such information/documents as will reasonably satisfy the Company/ Authorized Dealer through whom the company makes remittances to overseas suppliers about the transactions in terms of the declaration.
TUI India, may at its sole discretion extend credit facility to you, which shall be entirely based on your past payment history, credit worthiness and association with TUI India. Further, TUI India may at any given time withdraw the credit facility, without any notice or intimation and such decision shall be absolute. TUI India shall withdraw the credit facility immediately upon your failure to pay the dues. Upon withdrawal of Credit Facility, any further services shall be provided to you only upon advance payment.
You shall issue Cheque and other such instruments in favour of TUI India as a security/guarantee for making payments of due to it. The Security/Guarantee shall always be maintained to the extent of dues payable to TUI India or to the extent of Credit Facility extended by TUI India. Cheque towards the Security/Guarantee amount shall be issued by you in favour of or its assign company and should be of the Bank Account disclosed in your KYC document submitted to TUI India. You undertake to maintain a minimum balance of the like amount at all given time in your KYC disclosed Bank Account to which TUI India shall have a lien. You shall, under no circumstances, withdraw the minimum balance from the KYC Disclosed account or close the said account, without prior approval of TUI India.
You shall not assign any rights under this agreement to any third party including any of your affiliates. TUI India may terminate the agreement if you assign this agreement, without its prior written consent, to any third party. Notwithstanding anything to the contrary contained in this agreement, TUI India has the absolute right to assign this agreement, including the rights and obligations provided herein, to any third party as it may deem fit.
Once a booking has been made with TUI India, you shall neither make any refund to your Customer nor shall you make any promise to refund the amount on behalf of TUI India. Any refund shall be strictly in terms of the Booking Terms and Conditions as well as Cancellation & Refund Policy of TUI India.
Any refund made by you shall be at your risk and TUI India shall be entitled to recover the said amount or make adjustments from any other payments due to you, it may be the commission or advance payment received by your side for any other tour or any axillary services.
All requests for discounts and/or deductions due to complaints or claims by Customers shall be presented in writing to TUI within thirty (7)-days after checkout or end of service. TUI shall determine the validity of all requests for discounts and/or deductions within the following 30 days of issue of the claim. Any discount and/or deduction taken unilaterally by the Client without complying with the provisions of this clause shall be considered a breach of the payment obligations of the Client and TUI shall have the right, at its sole discretion, to terminate this Agreement and/or halt or reduce the commission payment.
You agree to keep TUI India, its Directors, Officers, Employees, Agents and Servants indemnified from any liability or claim from your customer (i) due to any negligent act attributable to you (ii) upon your failure to make the payment to TUI India in a timely manner resulting in cancellation of any booking (iii) your failure to comply with any terms of this agreement leading to suspension or termination of services to your customers (iv) any representation made to your customer beyond the Booking Terms and Conditions and Package Conditions.
You shall also keep TUI India, its Directors, Officers, Employees, Agents and Servants indemnified from any liability or claim arising out of any act of vandalism or damage to any property of the Service Providers on part of your customers during the period of availing such services by your customer.
You shall not assign any rights under this agreement to any third party including any of your affiliates. TUI India may terminate the agreement if you assign this agreement, without its prior written consent, to any third party. Notwithstanding anything to the contrary contained in this agreement, TUI India has the absolute right to assign this agreement, including the rights and obligations provided herein, to any third party as it may deem fit.
You hereby agree not to use any Intellectual Property of TUI India in any manner other than as may be prescribed by TUI India. Under no circumstances on any of your stationary material including visiting cards, letter heads etc. You have been granted limited license to use the TUI India’s Trademarks strictly for selling TUI India products and you shall not use the same for any other purpose.
Further, you shall not use the Trademarks of TUI India in conjunction with any other mark or label. You shall not use any photograph or copyright material of TUI India to promote or sell any other product other than TUI India’s product. Nothing in this agreement creates in your favour, any right in the Intellectual Property of TUI India. You hereby acknowledge that all rights including ownership in the Intellectual Property shall remain vested with TUI India. Upon termination of this agreement, you shall cease to use any Intellectual Property of TUI India including Trademarks, Copyright.
Client shall be liable for any consequential, incidental, punitive, indirect or economic damages whatsoever including, but not limited to, damages for loss of business or personal or confidential information or any other pecuniary loss, damages for loss of privacy or failure to meet any duty including, any duty of good faith, or to exercise commercially reasonable care or for negligence of any degree arising out of this Agreement or in any way related to the use of or inability to use service, even if the other Party has been advised of the possibility of such damages. In no event shall either Party be responsible for any amount other than the amount paid or owed to the other Party under this Agreement for Inventory provided, however, this limitation shall not apply to any breach of this Agreement relating to Confidentiality and Intellectual Property Rights.
The Agent is fully compliant with all Applicable Laws, including but not limited to, the Information Technology Act, 2000, Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, Information Technology (Intermediaries Guidelines) Rules, 2011, and maintains all such policies, practices and procedures, required for receiving, possessing, storing, dealing or handling of information to protect such information from unauthorised access, damage, use, modification, disclosure or impairment Further Agent is following and shall at all times follow, all necessary security practices and procedures so as to secure its computer resources and the information contained in it and prevent any loss or breach of such data.
You shall ensure that the foreign exchange being deposited is purchased / arranged only through authorized person and within prescribed limits in accordance with the Rules, Regulations and Directions issued by the Government and in force on the date of purchase. Further, you hereby confirm that the transaction does not contravene or evade provision of FEMA (Foreign Exchange Management Act, 1999). You further agree and undertake to provide TUI India such information / documents as may be required in accordance with laws, rules and procedures.
You also undertake to pay/deposit taxes within the prescribed period and shall issue relevant forms/documents/receipt evidencing deposit of tax.
The provisions of this Agreement shall be governed by and construed in accordance with the Indian law and all disputes shall be subject to the exclusive jurisdiction of Delhi Courts only.
In case any dispute or difference arises between the Parties during or after the performance of the Agreement, the Parties shall endeavour amicably to resolve the same through discussions within thirty (30) days of raising the dispute by either Party.
Any difference, dispute, controversy or claim (“Dispute”) arising out of or relating to this Agreement or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996.
The Dispute shall be referred to one (1) arbitrator to be appointed by Parties mutually.
The place of arbitration shall be New Delhi and any award whether interim or final, shall be made, and shall be deemed for all purposes between the Parties to be made, in New Delhi.
The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be the Indian law.
The award of the arbitrator shall be final and conclusive and binding upon the Parties, and the Parties shall be entitled (but not obliged) to enter judgement thereon in any one or more of the highest courts having jurisdiction. The Parties further agree (to the maximum extent possible and allowed to them) that such enforcement shall be subject to the provisions of the Arbitration and Conciliation Act, 1996 and neither Party shall seek to resist the enforcement of any award in India on the basis that award is not subject to such provisions.
In the event that any Party is unable to meet its obligations under this Agreement due to any cause beyond its reasonable control including, but not limited to, strikes or lockouts, labor shortages or disturbances, acts of God, fires, accidents, floods, severe storms, wars, riots, acts of governmental authority, and acts or omissions of third parties, the performance obligations of the Party or Parties affected by the force majeure conditions shall be suspended to that extent for the duration of such event; provided, however, that the Parties shall make all reasonable efforts to continue to meet their obligations during the duration of the force majeure condition. The Party declaring force majeure shall notify the other Party in writing when force majeure exists, the nature of the force majeure and when the condition is terminated. The suspension of any obligations owing to force majeure shall not cause the term of this Agreement to be extended or affect any rights accrued under this Agreement prior to the force majeure condition.
TUI India takes a zero-tolerance approach to bribery and corruption. AGENTS warrants that they do and shall comply with , and their employees, contractors, agents or subsidiaries do and shall comply with TUI India ’policy on procedures for Prevention of Bribery and Corruption more particularly the Anti-Corruption Law in India and TUI India’s Supplier code of conduct (available at www.tuitravelplc.com), and (all applicable local and international anti-corruption legislation and related procedures and codes from time to time in force, including but not limited to the United States of America Foreign Corrupt Practices Act 1977 and the United Kingdom Bribery Act 2010. AGENTS shall Provide Supporting Evidence of such Compliance as TUI India shall reasonably request. Violation of this Clause by AGENTS shall be material breach and may result in the immediate termination of the contract and /or legal action. This does not affect other TUI India’s Termination Rights.
This Agreement is on a principal-to-principal basis between the Parties hereto. Nothing contained in this Agreement shall be construed or deemed to create any association, partnership or joint venture or employer-employee relationship or principal-agent relationship in any manner whatsoever between the Parties. Agent acknowledges that its rendering of Services is solely within its own control, subject to the terms and conditions agreed upon and agrees not to hold itself out, directly or indirectly, to be an employee, agent or servant of the Company or its affiliate thereof.
To the extent Agent maintains, acquires, discloses, uses, or has access to any Personal Information, shall comply with applicable Data Privacy Standards. Agent shall notify to the TUI India, in writing immediately if they will no longer in compliance with Data Privacy Standards with respect to any Personal Information or Other information as per (i) The Constitution of India, 1950 (“Constitution”) and (ii) The Information Technology Act, 2000 (“IT Act”) read with Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“SPDI Rules”).