These travel management agreement terms and conditions (the “Terms and Conditions”) and the Travel Management Agreement Authorization Form of which these Terms and Conditions govern and are incorporated into (“Authorization Form”) (the Terms and Conditions and the Authorization Form, collectively, the “Agreement”) constitute the entire agreement between the COMPANY and The Travel Team of Canada, ULC (“TTTC”) regarding the subject matter contained in this Agreement, and supersede any and all prior or contemporaneous written or oral communications, understandings, and agreements of the parties regarding the subject matter contained in this Agreement. No additions or modifications of the Agreement shall be effective unless made in writing and signed by an authorized representative of both parties. Capitalized terms used herein but not defined shall have the means ascribed to such terms in the Authorization Form.
COMPANY hereby retains TTTC to be its preferred provider of travel management services as set forth in the Authorization Form (the “Services”). TTTC warrants that the Services shall be provided in compliance with the laws, customs and practices common in the United States. TTTC will be available to perform such Services during regular business hours, which are 8:00 am to 6:00 pm ET, Monday through Friday except TTTC designated holidays. After-business-hour services will be available on an emergency basis at the cost outlined in the Authorization Form by TTTC’s toll-free emergency service provider, which will have access to traveler Profiles (as defined herein), COMPANY profile information, and current travel arrangements.
COMPENSATION TO THE TRAVEL TEAM OF CANADA, ULC
Compensation to TTTC will be as set forth on the Authorization Form and will include compensation based on fees for each ticket transaction (electronic, prepaid, or paper ticket) processed by TTTC on the COMPANY’s behalf. The fees for each ticket transaction and other mutually agreed-to Services are outlined in the Authorization Form and the definitions of various applicable transactions are attached hereto as Attachment A. Service fees will be issued in Canadian dollars and are subject to provincial taxes where applicable. If the COMPANY utilizes any other additional services, the COMPANY travel coordinator will be provided with a quotation as to costs prior to initiation of services. Furthermore, in the event that, during the term of this Agreement, any travel supplier requires TTTC to pay a fee for any service that is deemed necessary by TTTC for the successful performance of its duties under this Agreement, TTTC shall charge COMPANY for the amount of said fee plus TTTC’s actual cost of processing payment thereof, at the same time and in the same manner as TTTC invoices its own service fees. COMPANY acknowledges that TTTC’s use of its GDS (as defined below) for reservations and ticketing is necessary for the successful performance of TTTC’s duties.
CHANGES TO SERVICE AND COMPENSATION
TTTC reserves the right to improve, modify or change specific Services and fees for the Services at its sole discretion. The fees outlined in the Authorization Form assume current third party components and pricing. Should these third parties alter their pricing so as to materially increase TTTC’s cost of fulfillment, TTTC shall have the right to promptly amend such fees charged to the COMPANY commensurate with the change. TTTC shall provide the COMPANY with reasonable prior written notice of modifications of the Services or fees for the Services for COMPANY’s review prior to the implementation of such changes to the extent practicable.
Payment of fees for the Services, including, without limitation, all airline, rail tickets and agency fees and other fees requested through TTTC by COMPANY employees is the responsibility of the COMPANY and will be debited against the appropriate credit card provided by COMPANY and/or its employees. Where applicable, payment will be debited at the time of ticketing. Where payment is not debited against the COMPANY credit card, amounts due from COMPANY to TTTC will be invoiced at the next applicable Billing Cycle. The COMPANY shall pay all invoices thirty (30) days from the date of invoice. The COMPANY shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permitted by applicable law, calculated daily and compounded monthly. The COMPANY shall reimburse TTTC for all costs incurred in collecting any late payments including, without limitation, attorneys’ fees. TTTC may charge and the COMPANY will pay all applicable federal, national, state or local sales or use taxes or value added taxes imposed on the COMPANY under applicable law.
TTTC will conduct standard orientation sessions for COMPANY travelers and travel arrangers as agreed to in writing between the parties. Training fees, if applicable, will be outlined in the Authorization Form.
All deliveries will be made “ticketless” at no cost. The COMPANY will receive ticket receipt delivery electronically unless otherwise stated. Any overnight express mail or courier delivery requests will be solely at the COMPANY’s expense.
TTTC shall provide TTTC’s standard management reports to the COMPANY on a monthly basis.
The term of the Agreement shall be as indicated on the Authorization Form and thereafter shall automatically renew from year to year for additional 1 year terms at TTTC’s then-current pricing for the Services, unless either party gives written notice of its intent to terminate the Agreement to the other party at least (90) days in advance of the expiration of the relevant term.
TERMINATION and EFFECT OF TERMINATION
If COMPANY shall default in the performance of its obligations specified in this Agreement, TTTC shall give written notice to COMPANY, specifying the nature of the default and, if such default is not remedied within (30) days from the date of such notice, TTTC shall have the right, at its option, to terminate this Agreement upon written notice. COMPANY is responsible for paying a pro-rated portion of implementation and annual maintenance fees should they terminate agreement prior to contract termination date. The provisions in the Agreement which by their nature should survive termination or expiration of the Agreement shall survive and remain in force and effect, including, without limitation, all rights and obligations of the parties regarding payment for Services performed, indemnification, limitation of liability and warranties. Notwithstanding the foregoing, COMPANY shall not be relieved of any obligation to TTTC incurred prior to the date of termination.
COMPANY will be assigned a dedicated access point and identifier under which individual traveler profiles (“Profiles”) can be built and maintained. This information will be provided to administrative personnel at COMPANY and should only be distributed to COMPANY associates by approved administrative designees via secure formats. It is COMPANY’s responsibility to maintain accuracy of Profile data and to immediately modify and/or remove Profiles that are no longer authorized. COMPANY can notify TTTC for assistance in Profile deletion. COMPANY represents and warrants that all Profiles that have been created are authorized by COMPANY to request and obtain Services. COMPANY and/or its travelers is responsible for the maintenance and integrity of data within each individual’s travel profile. Any penalties incurred by TTTC due to inaccurate profile information will be charged back to COMPANY for reimbursement. COMPANY, and not TTTC, shall be responsible for and be obligated to pay for any Services charged or booked through or for a Profile. For the avoidance of doubt, TTTC shall not be responsible or liable for any Services charged or booked through or for any Profile that has not been deleted by COMPANY.
Transmission of Personal Data
Individuals providing TTTC with any personal or proprietary user information of any kind (“User Information”) through the Profile or online booking tool or otherwise, consent to the transmission of such User Information (including over international borders if applicable) as necessary for processing in accordance with TTTC’s standard business practices. COMPANY and individuals providing User Information should be aware that linked sites and third-party links or websites may contain transmission of personal data provisions that differ from the provisions provided in the Agreement. TTTC is not responsible for such provisions or practices, and expressly disclaims any and all liability related to them.
Travel without a Profile
TTTC can only accept reservations from a traveler or travel arranger (“Travel Arranger”) with a traveler Profile. In the case of recruits or other one-time COMPANY travelers, their arrangements will only be accepted through a pre-authorized Travel Arranger or pre-authorized designee within COMPANY. The Travel Arranger or designee must have all TSA required information in order for ticketing to be authorized. Fares cannot be guaranteed and boarding passes cannot be generated until ticketing. Individuals seeking to travel without a traveler Profile and who are not affiliated with an existing corporate account should be prepared to bring their credit card and photo identification to a TTTC location to complete a traveler Profile and credit card authorization form on site.
- During the course of TTTC providing Services for the COMPANY, TTTC may be given access to or otherwise obtain non-public information (in hardcopy and/or electronic form, or received verbally or through visual or other means) regarding the COMPANY’s past, present and future business activities, products, services, research, development and technical infrastructure (“Confidential Information”).
- Confidential Information may only be used or copied by TTTC to perform the Services. TTTC agrees to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind. All Confidential Information shall be returned or destroyed upon reasonable written request by the COMPANY. Nothing in this Agreement shall prohibit or limit TTTC’s use of information which was (a) previously known to TTTC without an obligation of confidence, (b) independently developed by or for TTTC, (c) acquired by TTTC from a third party which is not under an obligation of confidence to the COMPANY, or (d) which is or becomes publicly available through no breach of this Agreement. If TTTC receives a subpoena or other validly issued administrative or judicial process demanding disclosure of the Confidential Information, it shall notify the COMPANY of such receipt. After providing such notification, TTTC shall be entitled to comply with such subpoena or other process to the extent required by law. Any expenses related will be the responsibility of the COMPANY.
- Public Statements. TTTC shall gain COMPANY’s written approval for: (i) potential press releases or written publicity documents announcing TTTC and COMPANY’s relationship for TTTC’s marketing purposes; or (ii) use of COMPANY’s name, logo or identity in any brochures, COMPANY listings, advertisements, postage on TTTC websites or other similar materials or methods.
The COMPANY agrees to defend TTTC and/or its subsidiaries, affiliates, directors, officers, employees, agents, subcontractors and assigns thereof (collectively, the “Indemnified Party(ies)”), from and against any and all third party (including employees of the COMPANY) claims, suits, actions, demands or proceedings, threatened, asserted or filed against any Indemnified Party(ies) (collectively, “Indemnification Claims”), and to indemnify and hold harmless such Indemnified Party(ies) from and against any and all expenses, penalties assessed by government entities, liabilities and/or damages of any kind awarded or paid in settlement or incurred in the defense of such Indemnification Claims (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), to the extent that such Indemnification Claims arise out of, relate to or, if true, would constitute: (i) any breach or alleged breach of any warranty or misrepresentation by the COMPANY under this Agreement, or the breach or nonperformance of any covenant, agreement or obligation to be performed by the COMPANY; (ii) the negligence or willful misconduct of the COMPANY, or any of its employees or agents; or (iii) claims of personal injury (including death), or damage to tangible personal property that arise out of or relate to performance of this Agreement, except to the extent caused by the negligent actions, omission, or willful misconduct of TTTC.
In the event of any negligence, willful misconduct, or breach of this Agreement that compromises or is suspected to compromise the security, confidentiality, or integrity of COMPANY data or the physical, technical, administrative, or organizational safeguards put in place by TTTC that relate to the protection of the security, confidentiality, or integrity of COMPANY data, TTTC shall, as applicable: (i) notify the COMPANY as soon as practicable after becoming aware of such occurrence; (ii) cooperate with the COMPANY in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law; and (iii) perform or take any other actions required to comply with applicable law as a result of the occurrence.
LIMITATION OF LIABILITY
IN NO EVENT SHALL TTTC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, OR DIMINUTION OF VALUE, ARISING OUT OF, RELATING TO, RESULTING FROM, OR IN CONNECTION WITH ANY BREACH OF THE AGREEMENT, REGARDLESS OF: (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT TTTC WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL TTTC’S AGGREGATE LIABILITY ARISING OUT OF, RELATING TO, RESULTING FROM, OR IN CONNECTION WITH THE AGREEMENT, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY THE COMPANY UNDER THE AGREEMENT IN THE PRIOR TWELVE (12) MONTHS.
TTTC MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER REGARDING THE SERVICES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. THE WARRANTIES IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. TTTC shall not be liable for a warranty breach unless COMPANY gives TTTC written notice of such breach within 5 days after COMPANY’s discovery of the breach, and allows TTTC an opportunity to verify the alleged breach. Subject to the foregoing, in the event of a warranty breach, TTTC shall, in its sole discretion, (i) replace the affected Services or (ii) credit or refund the price for such affected Services. THE REMEDIES SET FORTH IN THIS AGREEMENT SHALL BE COMPANY’S SOLE AND EXCLUSIVE REMEDIES AND TTTC’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT.
THIRD PARTY TERMS AND CONDITIONS
Applicable third party terms and conditions are attached hereto as Schedule A and apply to the use of certain Services by COMPANY, and are incorporated herein by reference (“Third Party Terms and Conditions”). All Third Party Terms and Conditions may be amended from time to time with or without notice. TTTC shall use reasonable efforts to notify COMPANY of any such amendments. Third party services are selected by COMPANY as a part of the Services, then the applicable Third Party Terms and Conditions as may be amended from time to time for any such Service shall apply to the use of such Services by COMPANY, in addition to this Agreement.
All notices, requests, demands and other communications under this Agreement shall be deemed to have been duly given on the date of service if served personally on the party to whom it is to be given, on the second (2nd) business day after sending the notice by facsimile (with telephone verification of receipt) or on the fifth (5th) business day after mailing by first class airmail, provided the notices are properly addressed if to the COMPANY at the address set forth on the Authorization Form, or if to TTTC, as follows:
The Travel Team of Canada, ULC
5063 North Service Rd
Burlington ON L7L 5H6
Attn: Contract Management
With a Copy to:
Rich Products Corporation
One Robert Rich Way
Buffalo, New York 14213
Attn: Legal Department
Telephone No.: (716) 878-8000
Facsimile No.: (716) 878-8767
The Agreement may not be assigned by COMPANY without the prior written consent of TTTC, and any attempted assignment without such consent shall be null and void. This Agreement shall be governed by the internal laws of the Province of Ontario, without regard to conflict of law principles. The parties irrevocably and unconditionally agree that each shall exercise any right or remedy under the Agreement exclusively in, and hereby consent to the exclusive jurisdiction of, the courts in Ontario, Canada. No waiver by either party of any breach, default or violation of any term, warranty representation agreement, covenant condition or provision hereof shall constitute a waiver of any subsequent breach, default or violation of the same or other term, warranty, representation, agreement, covenant, condition or provision. Any delay or failure of TTTC to perform any of its obligations under the Agreement will be excused if such delay or failure is the result of a cause beyond TTTC’s reasonable control or if performance is commercially impracticable.
Assumptions and Compensation:
This pricing is based upon the information provided by the COMPANY. TTTC reserves the right to amend its financial proposal if changes occur in:
- Travel sales volume and/or transaction numbers
- Business mix (air, hotel, rail and car rental)
- Service level requirements
- Industry commission structure or distribution channel surcharge
DEFINITIONS OF VARIOUS TRANSACTIONS
ResCenter Transaction: defined as an airline or rail ticket processed through agency reservation system. Exchanges that require a new ticket to be issued will be considered a transaction. Tickets will be fulfilled utilizing TTTC’s automated quality control software, COMPLEAT, allowing for the inclusion of standard itinerary remarks and prompt email confirmation documents. A transaction begins at the point a reservation is held.
In situations where COMPANY incurs a non-refundable penalty or a “no show” billing as a result of a failure of COMPANY to follow established rules of a travel vendor (e.g. airline, hotel, rental car company, etc.), and where the vendor subsequently requires TTTC to pay for such billing, or in the event TTTC receives a debit memo and/or other similar charge from a travel vendor for a booking practice not authorized by the vendor (e.g. back-to-back, duplicative, fraudulent, fictitious or speculative bookings in violation of the vendor’s booking policy) relating to COMPANY’S bookings (whether booked through a travel counselor or via COMPANY’s online booking tool), then TTTC will discuss with COMPANY in advance details surrounding the additional charges and shall have the right to invoice COMPANY for any such amounts or deduct such amount from any amounts due to COMPANY from TTTC unless such amount is the result of a fraudulent booking or booking error on the part of a TTTC travel counselor.
VIP Reservation Transaction: defined as a transaction in which a reservation for a VIP-designated traveler is processed on specially agreed upon terms that reflects a more personalized approach.
Online Booking Tool Transaction: defined as an airline ticket issued or cancelled through TTTC’s online booking tool. Exchanges performed on the tool that require a new ticket to be issued will be considered an Agent Assisted Transaction. Tickets issued include both ARC and direct settlement carriers. Tickets will be fulfilled utilizing TTTC’s automated quality control software COMPLEAT, allowing for the inclusion of standard itinerary remarks and prompt email confirmation documents. A ticket cancel, refund or void processed online will be considered an online transaction. Specifically, the trip covered by the online reservation system meets any or all of the following criteria:
- Single or multi-destination trip (one-way, roundtrip, or multi-leg) booked through the COMPANY’s online booking tool technology that does not requiring faring assistance from an agent.
- Includes car and/or hotel segments, whether included originally in the reservation, or the reservation is later modified to include the car and/or hotel segments, provided agent intervention is not required.
- Any notes included with the reservation that do not require agent intervention or follow-up in order for the reservation to be completed.
Airline policies do not allow customers to book more than one reservation pending for travel on or about the same date to one or more destinations. A duplicate reservation, where two or more reservations are made for the same passenger when it is evident the passenger(s) are only able to use one reservation, is against airline booking policies and may result in penalties. The airlines adhere to the policy even if flights are not ticketed. Individual travelers will be responsible for airline charges resulting from duplicate reservations.
Online Billable vs. Non-Billable PNR:
- Selecting “Confirm Booking”, “Purchase” or “Hold”, generates a billing event.
- Selecting “Reserve” button– generates a billing event for Southwest or other Direct Connect Vendor. This applies even if the traveler cancels before they select purchase.
- Meetings: Meeting attendees registering for any meeting generates a billing event. ($2.00 booking fee applies.)
- Agent booked trip does not create a billing event.
- Agent booked trip: If traveler adds car / hotel in Concur to the existing PNR, no billing event is created.
- Orphan trips: Since the traveler does not select “Confirm Booking”, “Purchase” or “Hold”, no billing event is created.
- Selecting “Reserve” button – does not generate a billing event, this creates an itinerary in GDS. (Exception for Southwest or other Direct Connect Vendors)
- Selecting “Cancel” on the trip confirmation screen or any of the screens prior to “Confirm Booking”, “Purchase” or “Hold”, does not create a billing event
Car/Hotel Only Transaction: defined as a car or hotel reservation booked without being accompanied by an airline/rail ticket. Definition applies to both online and res center transactions.
Direct Connect: defined to include (1) an air reservation booked or serviced outside the global distribution system and (2) additional technology access support.
Online Technical Support: defined as first level user support and ticket fulfillment for customized sites. This includes functions such as assigning preferred suppliers and other COMPANY-driven travel policy requirements for TTTC hosted sites. User support from The Travel Team’s online technical team includes navigational assistance including Profile maintenance and manual password reset.
Agent Assisted Transaction: defined as any booking (air, car, hotel) that requires TTTC agent intervention to an existing online reservation. The services required from TTTC to complete the reservation include, but are not limited to any or all of the following activities: apply an unused ticket to an online reservation, execute a change to an existing air reservation within the online tool, issue and distribute any electronic or paper ticket from a TTTC location; Upgrade air segments or Special request; Add, change, cancel or special requests for hotel/car segments; Manually fax/email itinerary; Process reservation manually due to quality check violation or custom file-finishing requirement(i.e. credit card decline or ticket reissue due to schedule change that causes misconnections); The creation of “clones” of a booked reservation will result in a charge for each passenger name record created.
Emergency After Hours Calls: defined as a call to TTT after established business hours. A call is defined as a call taken by one of our afterhours agents whereby the caller requests information that may or may not result in the creation, review or change to a record. Each record reviewed or created during an afterhours call is a billable transaction.
Billing Cycle: defined as monthly. Transactions not processed by company credit card will be invoiced for payment in arrears for the preceding Billing Cycle.