Agreement Between TriFete and Client
TriFete is engaged in the business of providing travel and tourism related services. The Client has represented to TriFete that it has the necessary legal, technical, and business setup to procure the travel related services from TriFete as defined in this Agreement. TriFete and the Client desire to enter into this Agreement to bind themselves with their mutual obligations as prescribed hereunder, and this Agreement supersedes all prior understanding of the Parties with respect to their dealings with each other on the scope of services. TriFete and the Client are defined in Annexure A to this Agreement. Both TriFete & the Client are individually referred to as ÔPartyÕ and collectively as ÔPartiesÕ.
Now Therefore, This Agreement Witnesseth As Follows:
Scope of Services
1.1. TriFete will enable the Client to access its dedicated corporate website and/or mobile application (ÒPlatformÓ) as per the terms provided in this Agreement.
1.2. TriFete at its sole discretion will make available travel related services including but not limited to booking air/rail/bus tickets/Cab booking, services of arranging hotel accommodations, on the Platform (ÒServicesÓ). The Client shall not have any rights to insist specific performance by TriFete. The Services will be subject to such restrictions as TriFete may specify from time to time. TriFete would be rendering services as a facilitator arranging services between primary service provider/chain/aggregator and the Client. Accordingly, the primary service provider/chain/aggregator only would be responsible for provision of primary services of air transportation, hotel accommodation, rail transportation, bus transportation, etc. to any User (defined hereunder).
1.3. The Client may request TriFete for making available third party services (i.e. any services other than the Services offered by TriFete) on the Platform and managing the bookings of such third party services on behalf of the Client.
1.4. Bookings of the Services will be purely at the choice of the Users and as per the user agreement at the TriFete website.
1.5. The Services are solely for the internal use of the Client. The Client will not be authorized to redistribute the Services or derive any commercial benefit from the Services in any manner whatsoever.
1.6. The cancellation of reservation of any Service(s) under this Agreement shall be as per the cancellation policy applicable for that specific Service. The cancellation policy for all types of Services will either be displayed on the Platform or communicated by TriFete to the Client from time to time.
2.1. TriFete will at its sole discretion provide the information about the availability, rates and other details of the Services made available on the Platform.
2.2. The list of all officers and employees to whom the Client wishes to grant access of Platform (ÒUsersÓ) will be shared with TriFete in writing. The term Users shall include Admin-user profiles i.e. profiles created by the Client to manage reservation/cancellation/modification of Services on behalf of one or more employee or officer of the Client. The Client will be liable for ensuring that all provisions of this Agreement including but not limited to the obligations of the Client will be complied Ôas isÕ by all the Users. The Client further represents that it has provided the necessary authorization to each User for accessing the Platform and to act for and on behalf of the Client for making the reservation/cancellation/modification of any Service under this Agreement.
2.3. The Client shall be solely responsible for ensuring that only authorized Users access and make reservation/cancellation/modification on the Platform.
Payment and Other Commercial Terms
3.1. Before availing any Service on the Platform, the User will render advance payment by utilizing the payment options available on the Platform.
3.2. The Client may provide a rolling deposit, request for activation of an option for corporate payment via internet banking/credit card/debit card or utilize credit extended by TriFete (against bank guarantee) on such terms as may be communicated by TriFete and agreed by the Client in writing.
3.3 TriFete may choose to levy a convenience fee on the Services offered pursuant to this Agreement.
4.1. All rights pertaining to trade names, trademarks, service marks, logos, symbols, proprietary marks and any other intellectual property rights in respect of the Platform shall exclusively vest with TriFete. This Agreement does not create any licenses from TriFete to the Client.
4.2. The Client shall not acquire any right whatsoever, in the intellectual property rights of TriFete (detailed above) on account of the limited permitted use of the Platform as per this Agreement.
Limitation of Liability
5.1. The Client acknowledges that TriFete is not responsible for lapse of Services caused by factors which are not directly under their control, including but not limited to flight delays, cancellations by the primary service provider/chain/aggregator and renovation of accommodation.
5.2. TriFete disclaims all liability in respect of (1) any third party services or services provided by primary service providers made available on the Platform, any fraud attributable to the Client or User, or (3) any unauthorized use of the Platform on account of the access provided to the Client.
5.3. TriFeteÕs liability for any specific service shall be limited to the commission payable by the primary service provider/chain/aggregator to TriFete in respect of the specific service.
6.1. Each Party agrees to indemnify and hold the other Party, its officers, directors, employees, successors, and assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including, without limitation, attorney’s fees and expenses and other costs of legal defence whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of the former Party or any of its directors, officers, employees, or agents, including, but not limited to, (1) breach of any of the provisions/obligations of this Agreement (2) negligence, misconduct or other tortuous conduct, or (3) misrepresentations made herein.
6.2. Notwithstanding anything to the contrary contained herein, the Client additionally agrees to indemnify and hold TriFete, its officers, directors, employees, successors, and assigns harmless against all losses, damages, liabilities, costs or expenses of whatever form or nature, including, without limitation, attorney’s fees and expenses and other costs of legal defence whether direct or indirect, that TriFete may sustain or incur as a result of any acts or omissions of the Users, including, but not limited to (1) unauthorized use of the Platform, (2) fraud on account of any User or any unauthorized user accessing the Platform on account of the access granted to the Client, or (3) breach of any of the provisions/obligations of the Agreement; and
6.3. Neither Party shall be liable to the other for any direct, indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.), whether under contract or in tort, and even if the other party had been advised of the possibility of such damage or loss.
Representations and Warranties
7.1. It has full legal right, power and authority to carry on its business and to enter into this Agreement and perform all of its obligations, terms and conditions hereunder; and
7.2. Neither the execution nor delivery of this Agreement, nor the fulfillment nor compliance with the terms and provisions hereof, will conflict with, or result in a breach of terms, conditions or provisions of, or constitute a default under, or result in any violation of its charter documents or by laws, if any, or any agreement, restrictions, instrument, order, judgment, decree, statute, law, rule or regulation to which it is subject, or require any consent, approval or other action by any court, tribunal, administrative or governmental body.
7.3. TriFete will make available customer support with the then-current standard terms and conditions and standard customer service policies and procedures applying generally to any direct users of TriFete.
7.4. The Client additionally represents and warrants that
7.4.1. It acknowledges that TriFete reserves the right to refuse to make available any Service(s) to the Client for a variety of reasons, including but not limited to any technical or other failure affecting the functioning Platform; inability to authenticate any payment instrument or any other mode of payment; any disruption in the functioning of the interface of primary service provider is not working; provided that TriFete is suffering from a disruption of services on account of a reason beyond its control.
7.4.2. It has authorized the Users to make payments to TriFete on behalf of Client.
7.4.3. It has authorized the Users to access the Platform and make reservation/cancellation/modification of Services including but not limited to making submissions to, and sharing/signing documents, agreements (online, physical or verbal) on behalf of the Clients in dealings with TriFete and any other third party.
7.4.4. It will be responsible for ensuring that each User complies with the applicable laws and the provisions of this Agreement.
7.4.5. It has authorized TriFete to correspond with the primary service provider/chain/aggregator in respect of any third party travel services requested by the Client for booking confirmation, issuing vouchers for the service, collection payments from the User for primary services and for rendering payment to the primary service provider/chain/aggregator on behalf of the Client.
7.4.6. It shall be liable for ensuring that the provisions of this Agreement including but not limited to the obligations of the Client shall be complied Ôas isÕ by all the Users.
7.4.7. It represents that it has obtained necessary authorizations as per the applicable laws to act for and on behalf of the primary service provider/chain/aggregator in respect of any third party travel services requested by the Client under this Agreement.
7.4.8. It acknowledges that the tax invoice for any services under this Agreement will be issued by primary service provider/chain/aggregator only and TriFete shall not be under any obligation to share the said invoice.
Term and Termination
8.1. The Agreement shall commence from the Effective Date and be continue to be valid unless terminated by either Party with 30 (thirty) daysÕ notice to the other Party anytime during the term of this Agreement. In addition, either Party may terminate this Agreement with immediate notice for material breach of the terms of this Agreement by the other Party or for any statutory reasons; in case of a breach by a Party capable of being cured, the other Party may terminate this Agreement with immediate notice if the former Party fails to cure the breach within 15 (fifteen) daysÕ from the date the latter Party notifies the breach. However the accrued obligations of the Parties prior to the termination will continue to be fulfilled post termination.
9.1. Pursuant to this Agreement each Party, with respect to the services rendered in its individual capacity, would be solely responsible for the compliance of all applicable laws including but not limited to legislations regarding respective taxes. The Parties would be responsible for their own tax assessments, audits, inquires, etc. and would keep the other Party indemnified from any additional tax demand arising out of the same. The Government of India has proposed to levy Goods and services tax (GST) by subsuming different transaction taxes/value added taxes, levies, duties, cess, etc. Both the parties hereby mutually agree to make necessary amendments in this agreement pursuant to enactment of GST law in India. All payments under the Agreement would be subject to withholding tax as per the law applicable on the date of payment. The Party withholding the tax would be responsible for providing appropriate proof, certificate, documents, etc. to enable the other Party claim the benefit of the same.
9.2. The Parties agree that any information (including any written, tangible and/ or intangible information) exchanged between or disclosed by either Party to the other Party from time to time, which by its inherent nature is confidential or is specifically mentioned as confidential, shall be the confidential information of the said Party and either Party shall not disclose the same to the public without taking the prior written approval of the other Party.
9.3. Any Service will be hosted on the Platform at the sole discretion of TriFete, and the Client shall not have any rights to insist specific performance by TriFete.
9.4. This Agreement is governed by the laws of India and Parties agree to the exclusive jurisdiction of courts of New Delhi.
9.5. The waiver of any right in this Agreement shall be in writing and signed by the Party against whom enforcement is sought, and shall not be a waiver of any other right in this Agreement.
9.6. Any notices under this Agreement by a Party to the other Party shall be issued to the respective PartyÕs address mentioned in Annexure A.
9.7. The Client shall not assign this Agreement to any other person without TriFete Õs prior written consent.
9.8. Modifications to this Agreement shall be done by a means of revised link sent by TriFete and acceptance of the same by the Client or by means of a separate amendment as an agreement signed by both Parties.
9.9. Neither Party shall be responsible for any failure to comply with its respective obligations under this Agreement, where such failure or delay is due to events of Force Majeure (as defined below) provided that the affected Party notifies the non-affected Party within reasonable time of the commencement of the event of Force Majeure. Force Majeure events shall mean any circumstances beyond the reasonable control of Parties like war, riot, flood, fire, Acts of God, epidemic, explosion, disease, earthquake, hijacking, sabotage, crime.
9.10. This Agreement and Annexure A, constitutes the complete and exclusive statement of the Agreement between the parties, and supersedes all proposals, and all other prior or contemporaneous communications between the parties relating to the subject matter hereof, whether written or oral.
9.11. This Agreement shall either be signed by the Client through filling the online form with its details, and agreeing to these terms and agreements with TriFete as a click wrap agreement. Accordingly, this Agreement is legally valid between the Parties by virtue of their online acceptance.