DIGITAL AGENT AGREEMENT
This Agreement is between; Splendid Asia Pvt Ltd, hereinafter referred to as “Splendid Asia”, located at [G. Kasthoorige 2nd Floor, Alikilegefaanu Magu, Male’, Maldives] [C- 58/2006]; and your company registered as in our B2B online system], hereinafter referred to as “Agent”.
Whereas, Splendid Asia, a tour operator based in Maldives, wishes to sell its Travel Arrangements and the Agent wishes to purchase the said Travel Arrangements; And whereas, the Parties hereby agree to be bound by the General Terms and Conditions of this Agreement stated in Annex I as well as additional Contract Rates given on a timely manner; Now therefore, in consideration of the mutual promises and other valuable considerations the parties hereby agree to be bound by the covenants and annexures of this Agreement.
ANNEX I
GENERAL TERMS AND CONDITION
1. DEFINITIONS
Agent: Party referred to as Agent in the first page of this Contract
Splendid Asia: Splendid Asia Pvt Ltd
Travel Arrangements: Air or other transport tickets, accommodation, car hire, package holidays and any other travel services supplied by Splendid Asia
2. APPOINTMENT
a. Splendid Asia hereby undertakes to act as contract principal for the supply of Travel Arrangements under this Agreement.
b. Splendid Asia hereby appoints the Agent as its non-exclusive agent for the retail sale of Splendid Asia’s Travel Arrangements within the Maldives.
c. The Agent accepts its appointment and agrees to sell Splendid Asia’s Travel Arrangements (which shall include not failing to process any purchase request made by a client through any of its sales channels) and perform the other obligations set out in this Agreement.
3. TERM
This Agreement shall come into force from on the date of acceptance by clicking “I agree to the B2B Agent Portal E-user Agreement.*” and shall continue to be in force for the duration of online b2b account login until its disabled by the Splendid Asia.
4. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements/arrangements/negotiations between the parties, except in respect of bookings already confirmed by Splendid Asia before the date of this Agreement, in which case any prior agreement or arrangement shall apply to those bookings.
5. BOOKING TERMS AND CONDITIONS
a. Blocking of rooms shall not be permitted with dummy names or TBA.
b. Rates quoted are based on “room per night” basis unless otherwise mentioned and are noncommissionable.
c. Market validity shall be applied as the Contract Rate sheets, when making a booking, correct country of resident must be selected to get the applicable rates, failed to do so will result in charging the difference of actual market based rates or cancellation without prior notice.
d. Rates are inclusive of all applicable taxes unless otherwise stated. In the event of a change in the Maldivian Green Tax or other services depending on global changes or government introducing additional taxes, all rates shall be adjusted accordingly, and the Agent shall bear the increments.
6. DUTIES OF AGENT
The Agent agrees to:
a. Promote the products supplied by Splendid Asia and shall ensure their brochures and other promotional materials comply with the requirements of the laws and regulations of Maldives.
b. Promote and use its reasonable endeavors to increase sales of Splendid Asia’s Travel Arrangements to existing and potential clients.
c. State clearly that it acts as Agent for Splendid Asia and state Splendid Asia’s name on all dedicated material and relevant document.
d. Provide the contact details of the previous accommodations in Male’ for guests arriving from Male’ or any other inhabited island in Maldives during time of booking to Splendid Asia, in order to arrange smooth transfers.
e. Provide flight details to Splendid Asia at the time of booking at least 05 (five) days prior to arrival of the clients. Failure to respect the time-frame may result in inability to arrange transfer on time.
f. Seaplane transfers are subject to weather conditions and operates during day light hours (0600 – 1600hrs), to ensure that clients check in at the seaplane counter before 1600hrs to guarantee transfer to resort on the same day.
g. Ensure that if the Agent wishes to undertake credit facility at Splendid Asia that a deposit of minimum US$ 10,000.00 is deposited at Splendid Asia under the Agents account.
h. Ensure that a minimum 40% mark-up is applied if the rates are published on the internet and ensure that the rates must be packaged with air travel and other sightseeing arrangements, so that nightly accommodations rates are not revealed to the public. Splendid Asia reserves the right to withdraw the rates without notice and take legal action immediately in cases on breach of this clause.
i. Ensure that the clients purchase the appropriate travel insurance.
j. Ensure that accommodation, transfer and all supplement charges are applied as per the Contract Rates.
k. Ensure that name changes are done at least 07 (seven) days prior to date arrival of client(s).
l. Bear the penalty charges for any amendment requests made outside the allocated period as stated in the contract, which would be regarded as a cancellation.
m. Ensure that any cancellations or changes in bookings by clients are submitted to Splendid Asia in writing.
n. Bear with the cancellation charges applied as per the rate sheet terms if the booking is cancelled within the cancellation period.
o. Ensure that cancellation acknowledgement is received from Splendid Asia in writing.
p. Ensure all payments due to Splendid Asia are remitted as per Splendid Asia’s confirmation invoices, cancellation invoice or amendment invoices by their due dates.
q. Accept the STOP SALES notice issued in the unavoidable circumstance of a resort being fully booked.
r. To be personally liable to Splendid Asia for monies which it has failed to collect in accordance with the terms of this Agreement and Splendid Asia’s booking conditions, where a booking has been confirmed by Splendid Asia without:
i. Collecting a deposit and/or balance from the client; or
ii. Collecting the total cost of the Travel Arrangement in the case of a late booking; or
iii. Collecting any sums due under the client’s contract with Splendid Asia such as amendment fees; or
iv. The appropriate cancellation charges.
e. To use reasonable endeavors to resolve client complaints of a minor nature and advise Splendid Asia immediately, in writing, of any complaint by a client in relation to the Travel Arrangements that it has been unable to resolve.
f. Not to make use of Splendid Asia’s name, trademarks in any unlawful or unauthorised manner or allow any third party to do so.
g. Not to book Splendid Asia’s Travel Arrangements on behalf of any third party not authorised by Splendid Asia to purchase such Travel Arrangements.
h. To comply with all relevant laws and regulations of Maldives insofar as they affect the Agent’s activities. The Agent also agrees to keep Splendid Asia indemnified against any and all loss, damage, costs or claims suffered by Splendid Asia as a result of any non-compliance by the Agent.
i. Not to enter into any agreement with a client as Agent for Splendid Asia unless confirmed in writing by Splendid Asia and unless in accordance with the terms and conditions set out in the relevant brochure or supplemental material or displayed by Splendid Asia on it’s systems.
j. Not to make oral representations to any client which are additional to or different to Splendid Asia’s applicable brochures or advertising material or displayed on Splendid Asia’s systems or which are contrary to corrections or amendments previously advised by Splendid Asia.
k. Not to appoint any sub-agents to sell Travel Arrangements except with Splendid Asia’s express prior consent in writing.
7. DUTIES OF SPLENDID ASIA
Splendid Asia agrees to:
a. Supply the agent with contracted rates of the specific property agreed upon as long as the agent does not breach the terms in this agreement.
b. Supply the agent with the access to B2B system where the tariffs from Splendid Asia are available. The B2B tariffs are based on the contracted rates issued by Splendid Asia.
c. Confirm or reject booking requests or offer alternative options by issuing a written notice to the Agent immediately or within 02 (two) days from the date of booking.
8. FOCAL POINTS AT SPLENDID ASIA
a. Reservation inquiries shall be sent to [email protected] or faxed to +960 331 8945 to the attention of ‘Reservations Manager’ to ensure replies within 24 hours. Please contact our Reservations hotline number: +960 7241111.
b. Complaints and other inquiries shall be forwarded to [email protected] & [email protected] to the attention of ‘Sales Manager’ and ‘Sales & Marketing Director’ respectively.
c. Accounts related inquiries shall be sent to [email protected] to the attention of ‘Financial Controller’.
9. PAYMENTS
a. Payments shall be made to SPLENDID ASIA PVT LTD by Telegraphic Transfer, Bank draft, cheque or cash, as stated in the individual contracts unless otherwise agreed and immediate payment is required for last minute bookings.
b. USD & EURO Bank Account Details & Online Payment with surcharge details:
Bank account: USD invoices
details;
Bank: State Bank of India
Account name: Splendid Asia Pvt Ltd
Account number: 1260 66089 20203
Swift code: SBINMVMV
Bank address: H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives.
Currency: US$
Please note for the bank surcharge (USD):
SURCHARGE OF PAYMENT OPTION
Telegraphic Transfer / Swift Transfer: +USD50.00 for transfers from USD 0.00 – 100,000.00
Credit card payments: +4%
Bank account: EURO invoices
details;
Bank: State Bank of India
Account name: Splendid Asia Pvt Ltd
Account number: 1260 66089 20204
Swift code: SBINMVMV
Bank address: H. Sunleet, Boduthakurufaanu Magu, Male’, Republic of Maldives.
Currency: € (EURO)
Please note for the bank surcharge (EURO):
SURCHARGE OF PAYMENT OPTION
Telegraphic Transfer / Swift Transfer: +EUR50.00 for transfers from USD 0.00 – 100,000.0
Credit card payments: +4%
c. Payments deposited to the incorrect account shall be rejected and refunded to the Agent.
d. The Agent shall bear the bank charges for telegraphic transfers and shall ensure that Splendid Asia receives the proper amount as per invoice. Any shortages shall be carried forward to the next invoice.
e. A grace period of 07 (seven) days shall be extended in the event of incorrect billing or disputed totals from the date payment becomes due to facilitate collaboration and subsequent settlement. The Key Account shall advise the Property immediately of such claimed billing irregularities.
f. Any changes in the company bank account shall be informed in writing, acknowledged and signed by Mr. Abdulla Naseer, Managing Director of Splendid Asia. The Agent should also reconfirm the change of bank account by phone call with Mr Abdulla Naseer at +9607773236 and Financial Controller Mr. Ranjith at +9607999615 before updating the same on their records.
g. If the Agent receives any suspicious email asking to change bank account, it should be reported immediately to Splendid Asia for verification. Please contact Mr Abdulla Naseer at +9607773236 or Mr. Ranjith at +9607999615 or Mr. Ahmed Abrar at +9607999960 for verification in such cases.
10. CONFIDENTIALITY
a. All rates enclosed in this Agreement (shown on the B2B online System) are strictly confidential and shall not be disclosed to third parties.
b. The Agent shall treat all information obtained concerning Splendid Asia and its future plans as strictly confidential.
c. The Agent shall ensure that no publicity is given by the Agent about the contents of this Agreement without the written consent of Splendid Asia.
11. INDEMNIFICATION
The Agent shall indemnify and hold Splendid Asia harmless against any claims or liabilities arising from any misuse by the Agent, its employees or persons under its control of Splendid Asia’s booking system.
12. TERMINATION
a. Either party may terminate this Agreement at any time by giving at least 60 (sixty) days written notice to the other party.
b. Either party may terminate this Agreement immediately on giving written notice to the other party if:
i. The other party commits any material breach of this Agreement; or
ii. The other party commits a breach of this Agreement and fails to remedy to the satisfaction of the non-breaching party, within 07 (seven) days of receiving a written request to do so, that breach; or
iii. 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.
c. This Agreement shall terminate immediately without notice if:
i. 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
ii. The other party has a receiver or liquidator appointed or passes an effective resolution for winding up or a Court makes an order to that effect or a similar event occurs.
d. If the Agreement is terminated for any reason save those set out at sub-clauses (c)(i) and (ii), the termination shall not apply in relation to bookings confirmed by Splendid Asia before the effective date of termination and the rights and obligations of the parties under this Agreement in respect of such booking shall survive the termination and be enforceable notwithstanding it.
13. TERMINATION CONSEQUENCES
a. In the event of termination, the Agent shall on receipt of written request from Splendid Asia hand over the conduct of existing bookings taken by it on behalf of Splendid Asia, to Splendid Asia together with all relevant booking and other forms, correspondence files, memorandum, brochures and other publicity material and the Agent shall forthwith give written notice to its customers and shall immediately remit any monies held by it on Splendid Asia’s behalf to Splendid Asia.
b. Any notice of termination must be given in writing and sent by fax or first class recorded delivery post to the address given in this Agreement. If sent by fax or delivered by hand, it shall be considered served at the moment of delivery. If sent by post it shall be considered served within 48 (forty-eight) hours of posting.
14. FORCE MAJEURE
If, for any reason beyond the control of either party, including but without limiting the generality of the following: Acts of God, fire, floods, weather, war, rebellion, riots or civil commotion, strikes or labour stoppages, accidents or mechanical failures, refusal, suspension or cancellation by any government authority of any licenses, permits or authorization which the party invoking this clause has need of to operate, and that party is unable to perform any or all of its obligations under this Agreement, the party invoking this clause shall not have any direct liability to the other in such event.
15. DISPUTES
Any dispute arising between the parties shall, in the first instance, be put to mediatory talks between the parties with a view towards an amicable settlement between them. Only after these talks fail shall the parties refer the matter to the courts of Maldives only.
16. AMENDMENT
The terms of this Agreement shall only be amended in writing, signed by duly authorised representatives of both parties.
17. ASSIGNMENT
Neither party may assign any benefits or rights given under this Agreement without the prior consent of the other.
18. NOTICES
Any notice required to be given under this Agreement shall be sent by fax, first class post or email to the respective address of either party provided in the Signature Page.
19. GOVERNING LAW
This Agreement is governed by the laws of the Republic of Maldives and both parties agree to submit to the jurisdiction of the Maldivian courts at all times.