Travel Agency Agreement

 

This Agreement is entered into and between You (also referred to as “You” / “Travel Agency” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors and assigns) and Rediff.com India Limited, a company incorporated under the Companies Act, 1956 and having its registered office at Mahalaxmi Engineering Estate, L. J. Road No. 1, Mahim (West), Mumbai - 400016 (hereinafter referred to as “Rediff.com", which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to include its successors and assigns).

 

The above referred Rediff.com and Travel Agency are hereinafter collectively referred to as “Parties” and individually as “Party”.

 

1.                   Definition:

 

1.1.               User: User shall mean and include any individual who accesses the Rediff Website.

1.2.               Content: Content shall mean and include content in respect of details like air fares, airline information, stopover details, validity period, sector information, discounts, rebates, special packages, if any offered by You as a Travel Agency which is to be uploaded on the Rediff Website for Airfare search by Users .

1.3.               Rediff Website: Rediff Website shall mean and include the Rediff Website wherein the users shall be able to search for competitive air fares offered by various Travel Agencies registered with Rediff.com.

 

 

2.                   Term:

2.1.               This Agreement is effective on the date of your acceptance by clicking on the button below “I Accept” and shall remain in force unless terminated by either party. You are advised to please carefully read the agreement. If any terms and conditions of this Agreement are not acceptable to You, You should not accept the Agreement.

2.2.               Rediff.com reserves the right to terminate this service at any time. You may terminate this agreement at any time by furnishing a thirty days notice in writing to the other party, without assigning any reason. In the event of termination or sooner determination of this Agreement You shall be bound to perform the obligations incurred under this Agreement before such termination.

2.3.               Notwithstanding anything contained in the aforesaid clause this Agreement can be terminated by Rediff.com if You are in breach or default of any terms and conditions of this Agreement and/or at more than 3 occasions Rediff.com has received the complaint from the User regarding _______________.

2.4.               Upon termination You shall cease to upload any information on the Rediff Website.

2.5.               Upon termination, Rediff.com shall cease to use the content uploaded by the Travel Agency.

 

3.                   Modification:

Rediff.com reserves the right to modify the terms and conditions of this Agreement at any time at its sole discretion by posting a change notice or a new agreement on the Rediff Website and giving you a notice of the modification through email. If any modification is not acceptable Agency should not accept the same and discontinue availing of Rediff.com services. Your continued usage of this Rediff.com Services will constitute binding acceptance of the said modification.

 

4.                   Arrangement:

4.1.               You agree that the details furnished by You to Rediff.com in Admin Module while registration are true, correct, accurate and appropriate and undertake to keep the same updated at all times during the term of this Agreement.

4.2.               Rediff.com desires to provide its users a facility as a matter of convenience to search through the competitive ‘Airfare Offers’ offered by various Travel Agencies across various airlines and across different sectors/countries.

4.3.               After You are registered, You agree to upload in the format provided by Rediff.com the details like air fares, airline information, stopover details, validity period, sector information, discounts, rebates, special packages, if any (hereinafter referred to as “content”) offered by the Travel Agency.  

4.4.               The said content shall be utilized by Rediff.com to display the search results for airfares and thereby enabling its users to search the competitive air fares offered by various Travel Agencies with whom Rediff.com has tied up.

4.5.               Based upon the criteria specified by the User, the search results, regarding competitive airfare offers offered by various Travel Agencies with whom Rediff.com has tied up, will be displayed to the User.

4.6.               Rediff.com shall identify You with the data uploaded by You. You shall be solely liable for the contents uploaded by You on the Website.

4.7.               On selection of a respective fare offer of a Travel Agency, the User shall be asked to furnish the contact details. The contact details so collated from the User shall be forwarded to the respective Travel Agency which was selected by the User.

4.8.               The Travel Agency shall then directly contact the User. Rediff.com does not endorse in any way the deals offered by the Travel Agency. Rediff.com shall not be a party to any dispute in respect of any deal entered into by the User and Travel Agency.

 

5.                   Commercials

Presently Rediff.com is providing this service free of cost and Rediff.com reserves the right to charge for these services at any time at its sole discretion.

 

6.                   Representation and warranties of Travel Agency

You represent and warrant that You shall be solely liable for the data uploaded by You in terms of this agreement and that Rediff.com shall have the limited rights to provide and display the said content by way of search result based on the selected User criteria.

 

You further represents and warrants that You hold all requisite licences, authority and ownership (as applicable) in respect of  the contents and offers proposed to be offered by You to the Users of Rediff.com through Rediff.com. You further confirm your responsibility to the content. You agree and confirm that Rediff.com has relied on this representation of Your’s to enter into this Agreement with Rediff.com. This representation is a key essence of this Agreement. Whenever called upon by Rediff.com through a written requisition, You shall within 48 hours of receipt of requisition, produce the original copies of licences, authority and relevant documents to Rediff.com to prove Your title and authority to the content and provide copies thereof to Rediff.com. Rediff.com acknowledges the your i.e., Travel Agency’s right to the said content.

 

You further represent and warrant that;

  1. You have full power and authority to enter into this Agreement as at the date of execution of this Agreement
  2. You are not aware of any charges, actions, suits, proceedings etc, actual or threatened, which would restrict or prohibit You from performing any of your obligations under this Agreement.
  3. there are no current, pending or threatened actions or proceedings before any court, arbitrator, administrative tribunal or government authority which might materially and adversely affect your business, assets or conditions (financial or otherwise) or operations or the ability to perform your obligations under this Agreement.
  4. You hereby represent and warrant that You shall not provide information or content, which might be offensive, illegal, or that might violate the rights, harm or threaten the safety of the other party or visitors or any other person. That such content shall not be:

i.         for the purposes of spamming, junk mail, chain letters or unsolicited messages;

ii.        false, misleading, unlawful or with the intent to defraud, harass, abuse, intimidate, accuse, impersonate or harm the feelings of anyone;

iii.      illegal, obscene, pornographic, vulgar, provocative, defamatory, indecent, libelous, racist, hateful, threatening, infringing of intellectual property rights, invasive of privacy or public rights or any other third party rights or otherwise injurious or objectionable;

iv.      is an expression of bigotry or hatred based on age, gender, race, religion, caste, class, lifestyle preference, and nationality.

v.       violate any applicable laws or regulations.

 

7.                   Obligations of Travel Agency

(a)                 To upload correct, accurate and complete details/content as per the module provided by Rediff.com

(b)                 To contact the User directly once the contact details of the User are furnished by Rediff.com

(c)                 To offer the best/competitive rates to the Users.

(d)                 To offer the services as per the description uploaded on the Rediff Website.

(e)                 To deal directly with the User for sale of tickets, for recovery of money from User in respect of said sale.

(f)                  Not to use this service for any purpose that is unlawful or prohibited.

(g)                 You are entirely responsible for not maintaining the confidentiality of your password and account. You shall be fully liable for all use of their account, including any unauthorized use of their account by any third-party.

 

 

8.                   Intellectual Property Rights, Trademarks and Logos

It is expressly agreed and clarified that, except as specified and agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks, copyrights, logos and intellectual property rights and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the Services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.  Upon termination of this Agreement, the Parties to this Agreement shall forthwith cease to use all trademarks / logos belonging  to the other Parties, whether in relation to the Services or otherwise as were permitted to be used for the purpose of this Agreement.

 

9.                   Indemnity

You agree and undertake to protect, defend indemnify and hold harmless Rediff.com its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including legal costs and disbursements)  arising from or relating to:

a)       Any breach of any statute, regulation, direction, orders or standards from any governmental body, agency, or regulator applicable to Travel Agency;

b)       Any breach of the terms and conditions in this Agreement by Travel Agency;

c)       Any claim of any infringement of any intellectual property right or any other right of any third party or of law.

d)       Any claim made by any third party/user arising out of the use of the services and/or arising in connections with services offered by Travel Agency under this Agreement.

You hereby undertake to indemnify, and keep indemnified, Rediff.com its employees, officers, directors, agents or representatives from and against any loss, damage, liability or expense (including legal expenses) which Rediff.com may suffer or incur as a result of any claim or action by any third party, including in connection with or on account of the reliance on, use of the services offered by You, or the breach of this Agreement. It is hereby agreed and understood between the parties hereto that the content belong to You exclusively and that the services to the users in respect of booking and selling the tickets are provided by You exclusively and that Rediff.com is not responsible for the same. Rediff.com merely acts as an intermediary to display the content of Yours by way of search results to the users. Rediff.com disclaims its liability and responsibility whatsoever while offering the content and services of Travel Agency to the users.

 

10.                Publicity

You shall prior to release of any promotion/advertisement material; seek written approval of the same from Rediff.com, in so far as the same relates to services offered pursuant to the terms of this agreement.

 

11.                Relationship

The parties to this Agreement are independent contractors. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. This agreement is entered into on principal to principal basis and nothing in this Agreement will be construed to as creating a relationship of partnership, joint venture, agency or employment between the Parties. Neither Party will be responsible for the acts or omissions of the other Party.

 

12.                Severability

The various provisions of the Agreement are severable and if any provision is found by the Parties hereto or is held to be invalid or unenforceable by any court of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of any of its other provisions unless it goes to the root of the Agreement or radically affects it.

 

13.                Non-Exclusivity:

Nothing in this Agreement will prevent either party from entering into similar arrangement with the third parties.  

 

14.                Assignment

You shall not assign or transfer all or any of your rights or obligations under this agreement without the prior written consent of Rediff.com.

 

15.                Liability

Rediff.com shall not be liable to You or any other party by virtue of termination of this Agreement for any reason whatsoever for any claim for loss or profit or on account for any expenditure, investment, leases, capital improvements or any other commitments made by You or any other party in connection with their business made in reliance upon or by virtue of this Agreement.

 

 

 

16.                Disclaimer

REDIFF.COM EXPRESSLY DISCLAIMS ANY WARRANTIES WHETHER EXPRESS OR IMPLIED ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, CORRECTNESS, COMPLETENESS, QUALITY, CONTINUTY, PERFORMANCE, FITNESS OF PRODUCTS, UNINTERRUPTED ERROR FREE SERVICES CONTAINED/DISPLAYED WITHIN THE REDIFF SITES/SERVICES FOR ANY PURPOSE. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED  "AS IS" WITHOUT WARRANTY OF ANY KIND. REDIFF.COM HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS SERVICE, SOFTWARE, PRODUCTS AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, TITLE AND NON-INFRINGEMENT.

 

17.                Force Majeure

Neither party to this agreement shall be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed by Force Majeure event including but not limited to fire, flood, war, riot, embargo, organized labour stoppage, earthquake, hurricane, acts of civil or military authorities, acts of terrorism, acts of god etc. beyond the reasonable control of the parties, provided that the party whose performance is affected by the event of Force Majeure gives notice in writing to the other party of such event and provided further that the party whose performance is so affected did not act in a reckless manner or did not willfully misconduct itself.

 

18.                 Confidentiality

Both parties shall keep all information of confidential nature-technical, commercial or of any other nature, whether documented or not (confidential information received from the other party in whatever form) strictly confidential and shall not disclose it to third party without the prior written consent of the other party. Both parties undertake, (i) not to use the other party’s Confidential Information except solely for the purposes contemplated by this agreement or as is required in normal course of business (ii) to protect such Confidential Information, with the same degree of care as the other party normally uses to protect its own Confidential Information and proprietary information against public disclosure, but in no case, with any less degree than reasonable care (iii) not to disclose Confidential Information to any of the party’s personnel other than those for whom such knowledge is essential for the purposes contemplated in this Agreement or for their normal course of business and such disclosure shall be made only on the conditions of strict confidentiality; (iv) not to disclose the Confidential Information unless required pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiver shall provide reasonable prior notice thereof to enable the discloser to seek a protective order or otherwise present such disclosure.

 

19.                Governing law and Jurisdiction

This agreement shall be governed and construed in accordance with the laws of Union of India. Both the parties hereto submit to the exclusive jurisdiction of courts at Mumbai (India).


20.                This is a tool that enables you to publish your own work. Posting any content (text, audio, video, images, photos, etc.) amounts to publishing and such content that is unlawful, illegal, pornographic, prohibited, derogatory, libelous, indecent, defamatory and which is in violation of intellectual property rights including trademarks and copyrights may attract liability including civil and criminal penalties , injunctive redress or imprisonment under relevant Indian or International laws.Rediff.com reserves the right to deny service to you including the right to remove/block the contents posted/uploaded by you, in the event content violates these guidelines.