Terms and Conditions

• This Agreement will take effect from the Commencement Date and subject to clause 3.2, replaces all previous agency agreements. The Agreement will continue in effect until it expires or is terminated in accordance with clause 16.

  Definitions & Interpretation

• In this Agreement, the following words have the following meanings:
• "Sub-Agent" means the Sub-Agent of the company which acts as Agent for the principal, Sub Agent includes the travel agency specified in the Contract Details including all current and future branches and trading addresses (unless otherwise specified by the Company at any time). Where the Sub Sub-Agent is a consortium, association or other organization of travel Sub-Agents (and whether or not a separate legal entity), "Sub-Agent" means the consortium, association or other organization itself as well as its individual travel agency members;
• "Commission" means the proportion of the commission received by the Company from the principal as specified in the contract details;
• "Travel Arrangements" means the inclusive package holiday arrangements, flights, transport, Licensable Transactions, accommodation, rail bookings, transfers, excursions, luggage transfer services, car hire and all other products and services as the Sub-Agent is from time to time asked to sell on the Company's behalf as Sub-Agent for the Principal;
• "Lead Customer" means the first named person on a booking and/or any substitute for that person;
• "Commencement Date" means the date specified in the Contract Details;
• "Customer(s)" means the person(s) or any of them who purchase any Travel Arrangements or on whose behalf any Travel Arrangements is/are purchased. In respect of Licensable Transactions, Customer(s) means the consumer as defined by regulation 4 of the ATOL Regulations;
• "Balance Due Date" means the date on or by which the full cost of the Travel Arrangements must be paid to the Principal under its applicable booking conditions or under any alternative applicable payment terms notified to the SubAgent by the Principal, and will generally be 12 weeks before departure unless otherwise specified on the confirmation invoice;
• "Package" has the meaning given to it in the PTRs;
• "PTRs" mean the Package Travel and Linked Travel Arrangements Regulations 2018 and any amendment or re-enactment of the same and all other applicable legislation implementing the Directive (EU) 2015/2302 on package travel and linked travel arrangements;
• "PTR Information Schedules" means Schedules 2 and 3 of the PTRs, as applicable, outlining the information to be provided to the Customer before the Customer makes a booking for a Package;
• "ATOL Regulations" mean the Civil Aviation (Air Travel Organiser's Licensing) Regulations 2012 and the Civil Aviation (Air Travel Organisers' Licensing) (Amendment) Regulations 2018 and any amendment or re-enactment of the same;
• "ATOL" means an Air Travel Organiser's Licence;
• "ATOL Standard Terms" means the ATOL standard terms published by the CAA in the CAA's Official Record Series 3 as varied from time to time and "ATOL Standard Term" and "AST" means any particular such term or terms as specified;
• "ATOL Agency Terms" means the terms which the Principal is required by Regulation 22 of the ATOL Regulations and the ATOL Standard Terms to include in any written agency agreement with its Sub-Agents which applies to Licensable Transactions and any variation of the same by the CAA, the current version of which appear in Schedule 2;
• "Failure of the Principal" has the same meaning, in respect of the Principal, as that specified in regulation 23 of ATOL Regulations in relation to "failure of an ATOL holder" and "Failed", in respect of the Principal, shall be construed accordingly;
• "Licensable Transaction" means an offer made by a Customer (or their Sub- Agent) to purchase flight accommodation for one or more persons on a flight which is accepted by an air travel organiser and constitutes an activity in respect of which that air travel organiser is required to hold an ATOL;
• "Late Booking" means any booking which is made on or after Balance Due Date;
• "in writing" means, unless otherwise specified, by post, facsimile, e-mail (providing the Sub-Agent contacts the Principal at such address as the Principal notifies the Sub-Agent in writing) and/or any other method agreed or notified by the Principal in writing;
• "Agreement" means this agreement including all schedules, appendices, supplementary agreements, additions and amendments, including any commercial terms agreed between the parties under a separate schedule;
• "Joining Fee" means the amount the sub agent must pay to be appointed as sub agent of the company;
• "Subscription Fee" means the amount the sub agent must pay on the 1st day of each calendar month to maintain its appointment as sub-agent for the company;
• "ABTA" means ABTA Limited, The Travel Association, 30 Park Street London SE1 9EQ (www.abta.co.uk);
• "CAA" means the UK's Civil Aviation Authority, Gatwick Airport South, West Sussex, RH6 0YR, UK;
• "ORS3" means the Official Record Series 3 published by the CAA, as amended from time to time. 2.2 All terms of this Agreement which have a defined meaning in ATOL Regulations have the same meaning in this Agreement. 2.3 The headings in this Agreement are for reference only. References to any person(s) shall include bodies corporate and unincorporated, associations, firms and partnerships. Words denoting the singular shall include the plural and vice versa, words denoting any gender shall include any other gender and references to clauses, sub-clauses and schedules are, unless otherwise stated, to clauses and sub-clauses of and schedules to this Agreement.

  Appointment of Agency

• The Company appoints the Sub-Agent to be its non-exclusive retail Sub-Sub-Agent to promote the Travel Arrangements within the United Kingdom to Customers. The SubAgent accepts its appointment and agrees to sell the Travel Arrangements and perform the other obligations, as set out in this Agreement.
• This Agreement replaces any existing agreement between the parties (which is terminated as a result) except in the case of Travel Arrangements (other than Licensable Transactions) booked by the Sub-Sub-Agent prior to this Agreement coming into effect to which any previous agreement will continue to apply. For the avoidance of doubt, this Agreement will apply to all Licensable Transactions including those which were booked prior to this Agreement taking effect.

  Licensable Transactions

• The ATOL Standard Terms form part of this Agreement and apply to the sale and offering for sale of all Licensable Transactions by the Sub-Agent. In the event of any conflict between any of the ATOL Standard Terms and any other terms of this Agreement, the relevant provision(s) of the ATOL Standard Terms will apply in respect of and to the extent of the conflict.
• The Sub-Agent's authority to act as the Principal's Sub-Agent in accordance with clause 3.1 is subject to and conditional on the Sub-Agent's compliance with the terms of this Agreement (including, in particular but without limitation, the ATOL Standard Terms) and with the requirements of the ATOL Regulations so far as they apply to the Sub-Agent.
• The Sub-Agent is not permitted to collect payments from Customers and must direct all Customers to make payment directly to the Principal. The Principal shall then issue all applicable receipts, confirmation invoices and ATOL Certificates, as applicable. Collecting any funds from any customer in any form will be considered an act of fraud, will lead to immediate termination of this agreement and may lead to criminal prosecution.
• The Sub-Agent will provide any information requested by the Company or Principal necessary to enable the Principal to comply with the ATOL Standard Terms or any other term of its ATOL.

  Financial Protection

• All Travel Arrangements are sold by the Principal as principal in the contract with the Customer. The Principal's financial protection arrangements for the protection of Customers' monies with respect to the Travel Arrangements sold under this Agreement are as follows:
• Licensable Transactions (flight packages) - protected under ATOL number 2933;
• Non Licensable Transactions (non-flight packages) - protected by means of a bond held by ABTA (No. P7169);
• None-Package Bookings: - none.

  Duties of the Sub-Agent

  The Sub-Agent agrees (at its own expense) to:
• Sales promotion Use its reasonable endeavors to promote and sell the Travel Arrangements in accordance with this Agreement, giving the Principal at least as great a recommendation and exposure to potential customers as it does other tour operators.
• Selling price Sell the Travel Arrangements at the prices advertised in the Principal's brochures or otherwise advertised or advised by the Principal in writing (the most recently advertised or advised price being applied) and not to increase or discount the Principal's applicable price without the prior written consent of the Principal.
• Compliance with legislation Ensure that it complies with all applicable laws, regulations, rules and codes of practice (including in particular, the PTRs and, where applicable, the ATOL Regulations and FCA CTI rules) and that all its staff are familiar with these to the extent the work they do is affected by them.
• Booking conditions and general information
• Ensure that all details relating to the chosen Travel Arrangements, the booking and any other conditions and relevant general information set out in the Principal's brochure or elsewhere are drawn to every Customer's attention before any booking is taken.
• Check that the Lead Customer is at least 18 years of age and advise the Lead Customer that by asking the Sub-Agent to request confirmation of the booking from the Principal, the Lead Customer is deemed to have accepted the booking conditions and relevant general information on behalf of all Customers named on the booking.
• Ensure that the Booking Conditions are drawn to the Customer's attention before any Booking is taken and that the Customer is given the opportunity to read the Booking Conditions. Furthermore, the Lead Customer must confirm that they have read and accept the Booking Conditions on behalf of themselves and all Customers named on the booking before any Booking is taken;
• Ensure that the Customer is directed to the FCO/Travel Aware website before they make a booking so the Customer can make themselves aware of any travel advice relating to their chosen destination.
• Required information for Package Holidays
• Where the Customer is booking a Package organised by the Principal, ensure that all information required by Regulations 5, 6 and 7 of the PTRs is given to any Customer or potential Customer in a clear, comprehensible and prominent manner; and where the information is provided in writing, in a legible form. The information and the point at which it must be given is set out in Schedule 3 to this Agreement.
• Furthermore, the Sub-Agent must p ro vi d e th e Cu st om er w i th general information about passport, visa and health requirements (including the time they are likely to take to obtain) applicable to the Travel Arrangements in question for the Customer(s) concerned (where the Customer is a British or EU citizen), and ensure that it has a proper system in place for the provision of this information and that this is adhered with at all times. Where any Customer is not a British or EU citizen, tell that Customer where they can find out the applicable information;
• Payment Direct all Customers to the Principal in order for the Customer to make payment directly to the Principal.
• Booking procedure Take all bookings (whether provisional or confirmed) in accordance with the Principal's booking procedure as notified by the Principal from time to time.
• Special requests and disabilities/medical problems
• Notify the Principal immediately in writing and keep a full clear written note of any special request made by a Customer. Advise any Customer making one that all special requests are subject to availability and cannot be guaranteed unless specifically confirmed in writing by the Principal.
• Immediately notify the Principal prior to accepting the booking (firstly by telephone and confirmed in writing) and keep a full clear written note of any disability or medical problem advised by any Customer (of which full details must be obtained and passed onto the Principal at the time), and only accept the Customer's booking once the Sub-Agent has checked with the Principal that the Customer's chosen Travel Arrangements are suitable in light of the Customer's disability/medical problem.
• Corrections and alterations Notify Customers immediately of any corrections, alterations or other information advised to it by the Principal by any means concerning any Travel Arrangements whether so advised before or after the Travel Arrangements concerned were booked, and confirm this in writing to the Customer(s) concerned as soon as possible.
• Representations
• Give Customers an accurate, clear and complete picture of the Travel Arrangements.
• Not to make any representations, verbally or in writing, to any Customer which are in addition or different to those contained in the Principal's applicable brochure and/or advertising material or which are contrary to corrections or alterations previously advised by the Principal unless authorised to do so by the Principal in writing.
• Confirmations Forward the Principal's own confirmation invoice, ATOL Certificate (if applicable) and any other documents concerning the Travel Arrangements booked (including in particular insurance and travel documents) to the Lead Customer by first class post or email, as appropriate, immediately upon receipt.
• Brochures Keep on file at least one copy of the Principal's current brochure(s).
• Complaints and other Customer communications
• Notify the Principal of any complaint concerning any Travel Arrangements (including any complaint or query raised by Trading Standards or any regulatory or trade body) immediately on receipt, and in any event no later than 24 hours of receipt of the complaint.
• Immediately forward to the Principal or to the Lead Customer, as applicable, all correspondence, documents and other communications of any description received from either which is intended for the other.
• Sub-Sub-Agents Not to appoint any Sub-Sub-Agents to sell the Travel Arrangements except with the Company's express prior consent in writing or if authorised through ATOL Agency Term 10 in Schedule 2 of this Agreement.
• Compliance with this Agreement Not to sell the Travel Arrangements or to act otherwise than strictly in accordance with this Agreement.

• Websites & Intellectual Property Rights

• Providing the Principal has agreed in writing, in advance to the Sub-Agent doing so, the Sub-Agent may refer to or feature the Travel Arrangements on its own website. The Sub-Agent must ensure it obtains the Principal's prior approval and understands the specific terms of use (which can be obtained from the Principal on request) of all information and material relating to the Travel Arrangements placed on its website (including that provided by XML data feed or other electronic methods) and that all such information and material is accurate, clear and complete. The Principal retains the right to prevent access to all information and material relating to the Travel Arrangements (including that provided by XML data feed or other electronic methods) at any time. The Sub-Agent must ensure that its website complies with the PTRs, ATOL Regulations and all other applicable legislation and that reference the Principal's booking conditions prominently appear on every page referring or featuring any Travel Arrangements.
• The Sub-Agent acknowledges that all intellectual property rights relating to use of the Principal's company name, trading names and trademarks belong to the Principal.
• Other than as expressly provided for in this Agreement, the Sub-Agent shall not, without obtaining the Principal's prior written consent, use the Principal's company names, trading names, trade marks or logos in any form of advertising, marketing or publicity (including but not limited to paid listings in search engines, meta tags, keywords, or links) or otherwise in connection with any PPC (pay per click) or SEO (search engine optimisation) activities. The Sub-Agent agrees that unless expressly permitted under this Agreement it shall do nothing which is intended to, or may, influence the results for internet searches involving the Principal's company name, trading names or trademarks.
• Sub-Agent shall not seek to register any Intellectual Property Rights on behalf of the Principal without the Principal's express written consent or do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Principal's Intellectual Property Rights.

  Duties of the Principal

  The Principal agrees to:
• Compliance with legislation Ensure that it complies with all applicable laws, regulations, rules and codes of practice (including in particular, the PTRs and, where applicable, the ATOL Regulations) and that all its staff are familiar with these to the extent the work they are required to do is affected by them.
• Required information Ensure that it provides the Sub-Agent with all information required by the PTRs to be given to any Customer or potential Customer at the appropriate time in whatever form the Principal considers appropriate except where such information is already known by the Sub-Agent.
• Notification of changes and cancellation Keep the Sub-Agent promptly informed of any changes to prices and of any significant (in the Principal's opinion) changes to any brochure and/or other materials supplied to the Sub-Agent and of any significant (in the Principal's opinion) changes to or cancellation of any Travel Arrangements by whatever means the Principal considers appropriate. Building works In the case of accommodation included in the Travel Arrangements, promptly advise the Sub-Agent as soon as it becomes aware of any building works which in the Principal's opinion may significantly impair the enjoyment of the accommodation included within the Travel Arrangements. Surcharges Promptly advise the Sub-Agent in the event of the Principal levying a surcharge. Refunds Promptly refund to the Sub-Agent any monies due to the Customer for whatever reason. Complaints Promptly and sympathetically deal with any complaints received from Customers and passed onto it by the Sub-Agent and respond to them within the time limits set by the ABTA Code of Conduct. Limitation of Liability
• Subject to 9.3, this clause 9 sets out the entire financial liability of the Company or the Principal (including any liability for the acts or omissions of its employees, SubAgents and sub-contractors) to the Sub-Agent:
• arising under or in connection with this Agreement; and
• in respect of any representation, misrepresentation (whether innocent or negligent), statement or torftious act or omission (including negligence) arising under or in connection with this Agreement.
• Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
• Nothing in this agreement excludes the liability of the Company or the Principal:
• for death or personal injury caused by the Principal's negligence; or
• for fraud or fraudulent misrepresentation.
• Subject to clause 9.3:
• The Company or the Principal shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and
• The Company or the Principal's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount of commission paid under this Agreement by the Principal to the Company during the 12 months preceding the date on which the claim arose.

  Indemnity

• The Sub-Agent on behalf of itself, its employees, Sub-Agents and sub-contractors agrees to indemnify the Company and the Principal for the full amount of all claims, liabilities, demands, damages, costs (including legal costs), expenses, fines and all other sums of whatever nature which the the Company or Principal reasonably incurs or becomes liable for as a result of (i) any breach of any of the terms of this Agreement by the Sub-Agent; (ii) any breach of the ATOL Regulations, ATOL Agency Terms, ATOL Standard Terms, PTRs, GDPR or other applicable law or regulation by the Sub-Agent; and/or (iii) any act or omission by the Sub-Agent outside of the scope of this Agreement or otherwise without the authority of the Company or the Principal.
• This indemnity will continue to apply after this Agreement comes to an end for whatever reason. For the avoidance of doubt, the Company or the Principal shall be entitled to deduct any sums owed by the Sub-Agent pursuant to this clause from any payment due to the Sub-Agent under this Agreement or any other agreement between the parties.

  Amendments and Cancellations

• The Sub-Agent must ensure that all requests by any Customer to change and/or cancel any booking are made in writing and signed by the Lead Customer. All amendment and cancellation requests must be dealt with in accordance with the Principal's booking conditions.

  Payments

• The Sub-Agent is not authorized to collect any monies from Customers on behalf of the Principal. The Sub-Agent must direct the Customer to make payment of all monies directly to the Principal.
• The Principal will self-bill in respect of the Sub-Agent's commission and associated VAT (where applicable) with both parties entering into an HMRC approved Self-Billing VAT Agreement.
• Except where otherwise agreed, the Principal will only issue tickets or other vouchers after receipt in cleared funds of the full amount due to it for the Travel Arrangements in question. Tickets, where applicable, will normally be sent out approximately two weeks before departure.
• For the avoidance of doubt, any and all charges arising as a result of payment of any amount due to the Principal from the Customer by credit or charge card or by any other method shall be borne exclusively by either the Sub-Agent.

  Commission

• The Sub-Agent will become entitled to commission on all confirmed bookings u p o n t h e Pr i n c i p a l c o l l e c t i n g t h e f u l l b a l a n c e f ro m C u s t o m e r s , at the rate agreed between the parties, as specified in the confirmation invoice sent to the Sub-Agent, on all items shown on such invoice except for levies or taxes raised by any government or public authority and any items which the Principal and the Company have agreed will not be subject to the payment of commission. The Sub-Agent will, however, only be entitled to the commission due to it from the balance of the price when received by the Principal from the Customer (not the deposit) unless otherwise agreed with the Principal.
• The Sub-Agent's entitlement to commission will lapse (and if already paid must be repaid) in the event of the Principal having to cancel any confirmed Travel Arrangements or any Customer cancelling a confirmed Travel Arrangements due to the Principal making a significant change (as defined in the Principal's applicable booking conditions), in either case as a result of unusual and unforeseeable circumstances beyond the Principal's control, the consequences of which could not have been avoided even with all due care or the Principal cancelling any confirmed Travel Arrangements due to lack of minimum numbers in accordance with its applicable booking conditions or the Principal cancelling any confirmed Travel Arrangements due to any Customer(s) being prevented from or, in the opinion of the Principal, being unable to take or fully participate in the Travel Arrangements as a result of their physical condition.
• The sub agent will only receive commission payments for as long as they are authorised to act as sub agent of the company

  Subscription Fees

• The appointment of the sub-agent is contingent on the sub-agent making payment of the joining fee and the monthly subscription fee as specified on the contract details.
• The subscription fee must be paid on the 1st day of each calendar month.

  VAT

• The Sub-Agent must inform the Principal immediately of any changes that occur in the Sub-Agent's VAT registration number or liability to register or de-register for VAT. The Sub-Agent is entitled, where applicable, to add VAT to its commission provided a proper VAT invoice is delivered to the Principal or such other procedure as may be agreed with the Principal is complied with.
• The Sub-Agent will comply with the terms of the HMRC approved Self-Billing VAT Agreement entered into between the parties as referred to in the second schedule.

  Termination

• This Agreement will continue in force indefinitely, but may be terminated:
• By either party, subject to clause 16.1.2 if the other party is in serious or persistent breach of its obligations under this Agreement and fails to remedy such breach within fourteen (14) (or such longer time as may be agreed) days of the non-breaching party being notified of the breach; or
• immediately on the Principal giving the Sub-Agent notice in writing in the event of the Sub-Agent committing any material irremediable breach(es) of this Agreement or any breach(es) which in the reasonable opinion of the Principal actually or potentially significantly prejudices the Principal's position in any respect or committing any further breach(es) of this Agreement of the same or similar nature to any previous breach(es) of which the Principal has previously notified the Sub-Agent; or
• by either party giving the other at least 28 days written notice of termination.

  Consequences of Termination

• In the event of termination, the Sub-Agent will immediately hand over to the Principal the conduct of existing bookings taken by it on behalf of the Principal together with the name, address and contact details of all Lead Customers, all relevant booking and other forms, correspondence, files, memoranda, brochures and other publicity material. The Sub-Agent will immediately give written notice to its customers. However, where termination is effected by either party under clause 16.1.3, the Sub-Agent may continue to handle bookings taken by it on behalf of the Principal prior to the effective date of termination until the conclusion of those Travel Arrangements.
• Termination of this Agreement will not affect the rights of either party in existence prior to the effective date of termination with the exception of the amount of commission payable to the Sub-Agent in respect of Bookings handed over to the Principal. The full amount of commission shall not be payable in respect of such Bookings and shall be subject to negotiation.
• The termination of this Agreement on whatever basis and for whatever reason shall not affect clauses 10 (Indemnity), 17 (Data Protection) and 23 (Confidentiality) which shall continue in full force and effect.

  Data Protection

• In this clause, the following words have the following meanings:
• Agreed Purposes:
• For the Sub-Agent to be able to make and process the Customer's booking;
• For the Principal to fulfil its contract with the Customer in providing the Customer with their booked Travel Arrangements;
• For each party to comply with its respective obligations to the Customer;
• All associated administrative, marketing, accounting and legal requirements.
• Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
• Data Protection Legislation: (i) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (ii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law.
• Permitted Recipients: The parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement (including suppliers of travel arrangements, some of whom may be located outside the EEA and internal service providers).
• Shared Personal Data: the personal data to be shared between the parties under clause 19.2 of this agreement. Shared Personal Data shall be confined to the following categories of information relevant to the following categories of data subject:
• Customers:
• Name, address, email address, telephone number and any other contact details;
• Dietary requirements (which may disclose religious beliefs);
• Health/medical/mobility requirements;
• Passport details;
• Any other info which may be required by suppliers or authorities.
• Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
• Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation, and any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
• Particular obligations relating to data sharing. Each party shall:
• ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
• give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
• process the Shared Personal Data only for the Agreed Purposes;
• not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
• ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
• ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
• not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
• complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint controller) or Article 28 of the GDPR (in the event the third party is a data processor); and
• ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
• Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
• consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
• promptly inform the other party about the receipt of any data subject access request;
• provide the other party with reasonable assistance in complying with any data subject access request;
• not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
• assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation;
• at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
• use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
• maintain complete and accurate records and information to demonstrate its compliance with this clause 19 and allow for audits by the other party or the other party's designated auditor; and
• provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the Data Protection Legislation.
• Rights of Third Parties
• No terms of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
• Variation
• Except where otherwise agreed, the Company will be entitled to add to and/or amend this Agreement by giving the Sub-Agent not less than 28 days' notice in writing. The notified addition(s) and/or amendment(s) will automatically take effect on the first occasion after 28 days on which the Sub-Agent seeks to confirm a booking with the Principal.
• In accordance with ATOL Agency Term 10, where the CAA updates or amends the ATOL Agency Terms, the Principal shall be permitted to update Schedule 2 accordingly.
• Notices
• Any notice given to a party under or in connection with this Agreement shall be in writing and shall be:
• delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
• sent by email to helpdesk@travelpartnergroup.com.
• Any notice shall be deemed to have been received:
• if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; and
• if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service; and
• if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
• Inconsistency
• In the event of any inconsistency between the terms of this Agreement and any legislation, regulations, rules, codes of practice or other requirements by which the Company, Principal and/or Sub-Agent is bound in the conduct of its business, the latter will apply to the extent of the inconsistency and the terms of this Agreement will be construed accordingly.
• Assignment
• The Sub-Agent may not assign any or all of its rights or obligations under this Agreement without the prior written consent of the Company.
• The Company may at any time assign any or all of its rights and obligations under this Agreement.
• Confidentiality
• Save for the fact that the Sub-Agent is the appointed Sub-Agent of the Company for the purposes set out in this Agreement, neither party shall disclose or permit the disclosure of the terms of this Agreement to any third party without the written consent of the other unless required to do so by law or for the purposes of meeting the requirements of any regulatory body or for accountancy or tax purposes or for the purposes of seeking legal advice.
• Each party undertakes to the other that during the duration of this Agreement and thereafter it shall keep secret and shall not without the prior written consent of the other party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient party or disclosed to the recipient party by such other party pursuant to or otherwise in connection with this Agreement.
• The obligations of confidentiality in this clause 24 shall not extend to any information or matter which either party can show:
• is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement;
• was in its written records prior to the Commencement Date;
• was independently disclosed to it by a third party entitled to disclose the same; or
• is required to be disclosed under any applicable law or any regulatory authority, or by order of a court or governmental body or other authority of competent jurisdiction.
• Without prejudice to any other rights or remedies of the disclosing party, the recipient party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of the provisions of the Agreement and that the disclosing party may be entitled to seek the remedies of injunction, specific performance and other equitable relief from a court of competent jurisdiction for any threatened or actual breach of any such provision by the recipient party, and no proof of special damages shall be necessary for the enforcement of the rights under the Agreement.
• Waiver
• No waiver of any breach will be a waiver of any subsequent breach of this Agreement. Any failure to enforce or agreement not to enforce any rights under this Agreement will not affect the rights of the party not at fault on any later occasion.
• Ethics and Reputation
• The Sub-Agent shall not act or make any omission or otherwise do anything which in the Company's reasonable opinion:
• causes (or is likely to cause) damage to and/prejudice the Company or the Principal's good name and/or reputation; and/or
• adversely affects (or is likely to adversely affect) the Principal's ATOL licence, ABTA membership or any other such licence which the Company or Principal may hold and/or its ability to obtain and/or retain the same.
• The Sub-Agent shall comply (and shall procure that its employees, Sub-Agents, subcontractors and suppliers comply) with all applicable laws, rules and regulations and codes of practice, including but not limited to the Modern Slavery Act 2015 and the Bribery Act 2010.
• Applicable Law and Jurisdiction
• This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of England and Wales.
• Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation, except where proceedings are brought against the Principal in any other jurisdiction in relation to any Travel Arrangements sold by the Sub-Agent. In this case the Principal is entitled to make the Sub-Agent a party to those proceedings where appropriate.