GENERAL AGREEMENT FOR TRAVEL MANAGEMENT SERVICES

Between

1. Flight Centre (UK) Limited trading as Flight Centre Business Travel, company number 02937210 with registered address at 4th Floor, 120 The Broadway, Wimbledon, London SW19 1RH (“us”, “we”, “our”); and
2. The company or other entity named in the account application form attached to these terms and conditions or in any quote or invoice provided by us (“you”, “your”).

Duration

This Agreement commences on the date we accept your account application form or the date you place a booking through us (whichever occurs sooner) and shall continue for the duration of time we provide travel management services to you. This Agreement is non-exclusive and there is no minimum financial commitment. Either party may terminate this Agreement with thirty (30) days’ written notice to the other party, save that this Agreement shall continue to apply to any bookings made before termination and you shall be required to pay any cost, price, charge or expense incurred by us on your behalf, for your travel arrangements as may be notified to you, whether before or after termination

Understanding this Agreement

The provider of your travel service will have its own terms and conditions (such as airline conditions of carriage or accommodation or car hire terms).

All such terms and conditions (including limitations of liability) apply to any travel service booked pursuant to this Agreement and, accordingly, a

reference to “this Agreement” shall mean (i) the terms and conditions set out herein; (ii) the terms and conditions set out in your credit account approval letter (if applicable); and (iii) all terms and conditions of any provider of your travel services. To the extent of any inconsistency between a travel service provider’s terms and conditions and the terms and conditions set out herein, the travel service provider’s terms and conditions shall prevail, save to the extent that any provision in the travel service provider’s terms and conditions is deemed to be invalid or unenforceable. Your travel service providers will be identified on your itinerary or travel documents and their respective terms and conditions will be available directly on their websites or by contacting them.

Alternatively you can ask us for copies. You must read all applicable travel service provider terms and conditions carefully because in every case they will apply to the provision of your travel services.

For the purposes of the Package Travel and Linked Travel Arrangements Regulations 2018, the parties agree that this Agreement is a general agreement for the booking of travel arrangements in connection with your trade, business, craft or profession. Services provided under this Agreement are therefore outside the scope of the Package Travel and Linked Travel Arrangements Regulations 2018, the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 and any scheme of financial protection operated by ABTA.

Price

Where we provide you with a quote for a scheduled airline ticket, the price shall be valid until close of business on the day of the quote or such shorter time we may specify (excluding airline taxes, which are subject to change and may be re-quoted at the time your booking is confirmed). In all other cases, prices are subject to availability and can be withdrawn or changed without notice. Price changes may occur by reason of matters outside our control which increase the cost of the product or service. Such factors include adverse currency fluctuations, fuel surcharges, taxes and airfare increases. Please contact us for up to date prices.

Payment terms

Corporate credit card or debit card payments will be taken at time of booking/invoicing and will incur merchant fees. You authorise us to charge all fees incurred by you in relation to the services provided to the card designated by you. If payment is not received from the card issuer or its agents for any reason, you agree to pay us all amounts due immediately on demand. You indemnify us against any loss that may be experienced by us due to any fraudulent use or otherwise of that credit or debit card. Please note that we are unable to accept payment by consumer credit cards.

If payment is not received from the card issuer or its agents for any reason, you agree to pay us all amounts due immediately on demand. You indemnify us against any loss that may be experienced by us due to any fraudulent use or otherwise of that credit or debit card. You also agree, in making payment by corporate / commercial credit card or debit card, to waive any rights which you may otherwise have to instruct your card issuer to initiate a chargeback under the relevant card scheme rules on the basis that the rights of the respective parties in relation to the transaction are fully and exclusively set out in this Agreement. In particular, you agree not to initiate chargebacks against us in the event that the relevant travel service is cancelled by a travel service provider, including if the relevant travel service provider issues a credit or voucher instead of a refund for a cancelled service. This Agreement in relation to chargebacks is without prejudice to any rights you may have directly against the Travel Service Provider

Credit accounts (if applicable) must be settled no later than 14 days from the date of receipt and will at all times be subject to the terms and conditions set out in your credit account approval letter. We will provide an invoice for each service at the time of booking, or as otherwise requested by you. For your convenience, we also provide bi-monthly account statements for all travel in the relevant period. You authorise us to conduct credit checks and references prior to approving your credit account. Credit accounts may be settled by direct debit or bank transfer. We may charge statutory interest and compensation for debt recovery costs under late payment legislation for all overdue amounts.

All money paid by you to us will be our property and will be a debt due and payable to the travel service provider. You agree and acknowledge that such money will not be held by us on trust for and on behalf of you and we may hold such money in any account as we see fit, including with our own and/or our other clients’ money.

We work with a range of credit providers, issuers, and payment service providers in connection with booking your travel and travel related products and services and arrangements and the provision of credit to you.  The credit providers, issuers and payment service providers that we work with may change from time to time without notice to you.

We receive remuneration through commissions, financial incentives, fees or payments, and other means including transaction processing fees, merchant service fees, or other payments or credits of a similar nature (together “Financial Arrangements”) from third party travel service providers, card issuers, credit providers, payment service providers or other persons in connection with travel and travel related bookings and travel products. We are entitled to retain, and we are not required to account to you, for any such fees, payments or credits we may receive.  Further we are not required by law to disclose the nature or value of these Financial Arrangements.

We reserve the right to modify any of terms of this Agreement at any time by giving you 30 days’ advance notice.  If we make changes to any of terms of this Agreement, we will post the amended Agreement on the relevant applications or services used by us and by which we communicate to you (including by email) and the changes will become effective 30 days after posting.  The applicable terms that will apply are those in effect at the time you make the relevant booking(s) with us.  After receipt of any notice of changes, your continued use of our services will constitute your acceptance of the updated credit terms.  If you do not accept the change/s, you can terminate your Agreement with us at any time before the change comes into effect, provided that any outstanding and pending charges must be paid in full by you.

You may not assign or purport to assign this Agreement or any right under this document without our prior written consent.  You irrevocably agree and undertake that (a) we may in our sole and absolute discretion assign, transfer, novate or otherwise deal with some or all of our rights and obligations under this Agreement (including any proceeds derived thereunder) to any person at any time, or purport to do so, without your prior written consent and without giving you notice and (b) if we do so then from the time of such assignment, transfer or novation (as applicable) (i) references to us in this Agreement will be construed as if they were references to the assignee, transferee or novate (as applicable and (ii) if a novation, your rights under this Agreement will be against the novate (in place of us).

Amendments and cancellations

Cancelled bookings may incur charges. These charges can be up to 100% of the cost of the booking, regardless of whether travel has commenced.

Fees and extra charges may also apply where a booking is changed and when tickets or documents are re-issued. Where we incur any liability for a travel service provider cancellation fee or charge for any booking which you cancel, you agree to indemnify us for the amount of that fee or charge. If your travel services providers amend or cancel your booking, we will inform you of this and advise you of your options (whether made available by the travel services providers or otherwise) but we shall have no liability to refund or compensate you in relation to such amendments or cancellations.  Where you seek a refund for a cancelled booking for which payment has been made to the travel service provider, we will not provide a refund to you until we receive the funds from that travel service provider.

If you have purchased a return flight, multi-stop or round the world flight and you do not check in on a confirmed flight, the airline will register you as a ‘no show’ and your tickets on your subsequent flights will be cancelled. Please contact us as soon as possible if you do not intend to check-in for a confirmed reservation in these circumstances.

We strongly recommend that you provide us with each traveller’s phone number and email at the time of making your booking. If this information is not provided you may not receive information from airlines relating to flight cancellations or schedule changes.

Passports & visas

All travellers must have a valid passport for international travel and many countries require at least 6 months validity from the date of return. For travel to the European Union travellers must have a passport that: was issued less than 10 years before the date they enter the country and is valid for at least three months after the day they plan to leave.  Some countries also require a machine-readable passport and/or unstamped available pages. When assisting with an international travel booking, we will assume that all travellers on the booking have a valid passport. If this is not the case, you must let us know. It is important to ensure you have valid passports, visas and re-entry permits which meet the requirements of immigration and other government authorities. Any fines, penalties, payments, delay or expenditures incurred as a result of such documents not meeting the requirements of those authorities will be your sole responsibility (except to the extent caused by fault on our part).

If you need information regarding visas, passports and other travel document requirements for your trip, please contact us. We can provide you with general information on visa and passport requirements that apply to international travel bookings you make with us. We can also obtain more specific information from an external visa advisory service provider on your behalf. We do not warrant the accuracy of visa and passport information provided by any external service and accept no liability for any loss or damage which you may suffer in reliance on it (except to the extent caused by fault on our part).

For travel to Australia, New Zealand, Canada or the United States please be advised that there are compulsory pre-registration requirements for visa waiver programs. If you have registered before, please check your registration is valid and has not lapsed. Please note, you may not meet the eligibility requirements and may be required to obtain a visa.

Travel insurance

For all travel we strongly recommend that you take out appropriate travel insurance to cover your travel arrangements. Travel insurance is also recommended by the Foreign and Commonwealth Office for all overseas travel. It is your responsibility to ensure you have valid travel insurance that covers and is appropriate for your needs. We will not be liable for any loss you incur if and insofar as you are able to claim for damages under a travel insurance policy.

Travel advice

The Foreign, Commonwealth & Development Office (FCDO) may have issued information about your travel destination. We strongly advise you go to gov. uk/fcdo to find out more about your destination prior to the commencement of travel. Alternatively, you can contact ABTA Information Department on 0203 117 0599 (calls will be charged).

Health

You must ensure that you are aware of any health requirements and recommended precautions relevant to your travel and ensure that you carry all necessary vaccination documentation. In some cases, failure to present required vaccination documentation (e.g. proof of Yellow Fever vaccination) may deny you entry into a country or invalidate your travel insurance cover. We recommend that you consult with your local doctor, travel medical service or specialist vaccination clinic before commencing your travel. We would be happy to provide you details of travel clinics on request.

Special requirements

Please speak to us about any special requirements you may have for your travel arrangements such as special meal and seating requests, room type or access. Please understand that travel service providers may not be able to accommodate every request.

Frequent flyer

Please provide your frequent flyer membership details (or other applicable loyalty program details) at time of booking. Please check your loyalty program for the specific terms of your membership. We cannot guarantee that the travel service provider will credit you with points for your booking. Any loyalty program discrepancies in relation to your booking must be communicated to us within one month of your flight departure date.

Travel documents

Travel documents include airline tickets, hotel vouchers, tour vouchers or any other document (whether in electronic form or otherwise) used to confirm an arrangement with a travel service provider. Travel documents may be subject to certain conditions and/or restrictions including (without limitation) being non-refundable, non-date-changeable, non-transferable and subject to cancellation and/or amendment fees. Travel documents cannot be transferred to another person to use. All airline tickets must be issued in the name of the passport/photo identity holder. An incorrect name on a booking or on the travel documents may result in an inability to travel on that booking and the booking being cancelled. Please review your travel documentation carefully and advise us immediately of any errors in names, dates and timings. You must ensure you have all your travel documents and e-tickets prior to travel. Please let us know if you believe you have not received any required documentation.

A flight described on your travel documents and/or itinerary as “direct” will not necessarily be non-stop. All departure/arrival times are provided by the airlines concerned and are estimates only. They may change due to air traffic control restrictions, weather conditions and operational requirements.

Agency

When you make a booking with us, you acknowledge and agree that we will be acting as an agent only for the relevant transport, accommodation or other travel service provider. Our obligation to you is to (and you expressly authorise us to) make travel bookings on your behalf and to arrange relevant contracts between you and travel service providers. The travel service provider, and not Flight Centre (UK) Limited, will be responsible to you for the provision of the relevant travel service. Any services we provide to you are collateral to our agency relationship with the travel service provider and are separate to the actual provision of the travel services. Your legal recourse for travel services is against the specific travel service provider and, except to the extent a problem is caused by fault on our part, not against us. Specifically, if for any reason (excluding fault on our part), any travel service provider is unable to provide the travel services for which you have contracted, your remedy lies against the travel service provider and not with us.

Liability

We exercise care in the selection of reputable travel service providers but we are not ourselves a provider of travel services and have no control over, or liability for, the services provided by third parties. We are responsible to ensure that we process your booking with reasonable skill and care and,

accordingly, our liability to you (except for fraud, or death or personal injury caused by our negligence) will be limited to supplying the relevant service again or paying the cost of having the relevant service supplied again. Our liability will also be limited to the extent that any relevant international conventions, for example the Montreal Convention in respect of travel by air, the Athens Convention in respect of travel by sea, the Berne Convention in respect of travel by rail and the Paris Convention in respect of the provision of accommodation, limit the amount of compensation which can be claimed for death, injury, or delay to passengers and loss, damage and delay to luggage.

Our liability to you for claims arising under or in connection with this Agreement shall also be limited to the total of two hundred and fifty thousand pounds (£250,000).  In no event do we accept any liability in contract, tort or otherwise, for any injury, damage, loss, delay, additional expense or inconvenience caused directly or indirectly by the acts, omissions or default, whether negligent or otherwise, of third party providers over whom we have no direct control, force majeure or any other event which is beyond our control or which is not preventable by reasonable diligence on our part. We also do not accept any liability in contract, tort or otherwise, for consequential loss (meaning indirect loss, loss of revenue, loss of reputation, loss of profits, loss of actual or anticipated savings, lost opportunities, including opportunities to enter into arrangements with third parties or loss or damage in connection with claims against you by third parties) howsoever caused in connection with your booking.

Transfers of personal data

In respect of any personal data transferred under or in connection with this Agreement, each party is a separate data controller and shall: (i) comply with all applicable data protection laws; (ii) promptly notify the other (to the extent permitted by law) in writing providing reasonable detail of any third party complaint, audit, investigation or enquiry (whether by a supervisory authority, data subject or otherwise) establishing, alleging or enquiring as to possible non-compliance with data protection laws, and the parties will co-operate reasonably with each other in respect thereof; and (iii) promptly co-operate with and provide reasonable assistance, information and records to the other to assist that other party with its compliance with data protection laws.

Prior to sharing any personal data with us under or in connection with this Agreement, you shall: (i) for the purposes of data protection laws, have a lawful basis for sharing such personal data; (ii) provide all required notifications to the relevant data subject in each case (our Privacy Notice is available to all users

of the Service Systems and is otherwise available at flightcentrebusinesstravel. co.uk/privacy-notice); and (iii) otherwise ensure that you have processed such personal data in full compliance with applicable data protection laws.

We provide an option for your employees to receive the latest travel news, alerts and offers by email. Recipients may opt-out at any time.

TUPE Regulations

This provision applies if one or more individuals’ contracts of employment transfer to us from you or an incumbent supplier by virtue of a “service provision change” under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (“TUPE”). In such circumstances, all salaries and other emoluments (including holiday pay, taxation, NI and retirement benefit contributions) relating to any such transferring employee shall be borne by you or the incumbent supplier up to and including the relevant transfer date, and you fully indemnify us in relation to the same. We shall not be responsible for, and you fully indemnify us in respect of: (i) any contractual or statutory redundancy costs, claims, or expenses arising from or in relation to the termination of any such transferring employee where such termination is effected within three months of the transfer date; and (ii) anything done or omitted to be done in respect of any transferring employee which is deemed to have been done by us by virtue of TUPE.