Unless otherwise specified in Module MM, these General Terms and Conditions (“GTCs”) shall bind the CWT & Client (both as defined in Module MM, each a “Party” and collectively, the “Parties”).
A. SCOPE & SERVICES
(1) CWT, or the applicable CWT Affiliate, shall provide to the Client, or its corresponding Affiliate, business travel services indicated in Module PF (the “Services”) and other products and services provided by third party travel suppliers (“Travel Suppliers”) or CWT for travellers designated by Client (the “Travellers”).
(2) “Affiliates” shall mean, with reference to a Party, any company or other legal entity which i) directly or indirectly controls a Party; or (ii) is controlled, directly or indirectly, by a Party for so long as such control shall continue to exist, and with respect to CWT, the term “Affiliate” shall include CWT’s independent partners and joint ventures in the countries where CWT does not have its own wholly-owned operations.
(3) The Parties agree that CWT Affiliates and Client Affiliates listed in Module LA are bound by this Agreement. If required to comply with local laws or regulations, the Parties may agree to have their respective local Affiliates execute local documentation in application of this Agreement.
(4) Client shall identify CWT as its preferred accommodation booking provider in Client’s travel policies and shall direct its Travelers to use CWT tools, content and processes. Client will not book or use services or tools of any CWT competitor. To the extent any accommodations are booked other than through CWT, CWT will only support and service such accommodations for changes, reporting or any other purposes if such accommodations are available within the Global Distribution System (“GDS”) used by Client and CWT, and CWT may charge additional service and expense charges for such bookings.
(5) As part of the Services, CWT shall grant Client access to certain CWT Technology as defined and on the terms and conditions as described at: cwttechnologytc/ (“Technology Terms”). CWT shall grant Client access to certain third party OBT Technology as defined and on the terms and conditions as described at: obttechnologytc/ (“OBT Terms”). Client hereby represents and warrants that it and its users shall at all times comply with the Technology Terms and OBT Terms, and shall be responsible for use of CWT Technology and OBTs by its users.
(6) Client acknowledges that each Traveller must complete and maintain in CWT’s profile management tool his/her own profile (“Profile”), which may include personal data such as nationality, date of birth, passport number, e-mail address, in order for CWT to provide Services. Should required data be missing or incorrect in a Profile, Client acknowledges that CWT may contact the Traveller to obtain such information to complete a booking and add it to the Profile. Profile data are used in the passenger name record (PNR), which contains the Traveller’s personal data and itinerary.
(7) The display of flight or other travel information may be determined by reasons including, without limitation, corporate negotiated rates, identity of a carrier or other Travel Supplier, history of known traveller preferences and other factors, so long as available flights or content comply with Client’s written travel policy pursuant to this Agreement.
(8) From time to time during the term of this Agreement, either Party may propose changes to this Agreement or additions to the scope of Services by executing the Amendment Module.
(9) Should Client require and uses services outside the scope set forth in Module PF, other terms and conditions may apply. In particular, should Client require meetings and events services (including group travel), the terms and conditions set out at: general-terms-conditions/ shall apply. CWT reserves the right to introduce new services to Clients that CWT deem useful to Client from time to time and unless otherwise indicated or agreed between the Parties, shall be charged at the standard CWT fees for the new service(s). Client shall have the right to opt out of such additional new Services by informing CWT with reasonable notice.
B. TERM & TERMINATION
(1) Term. This Agreement shall commence on the date first above written for a term of five (5) years (“Initial Term”). Unless otherwise terminated after the Initial Term, the Agreement shall continue thereafter for successive one-year periods, provided, however, that either Party may terminate this Agreement by providing prior written notice to the other Party not less than three (3) months prior to the end of the relevant subsequent term.
(2) Termination. Notwithstanding the provisions of Section B(1), the Agreement may be terminated on written notice by either Party, 1) if the other Party commits a material and persistent breach of any of the obligations of this Agreement (as such breach shall be described in detail in notice of breach), and the Party in breach has not remedied such breach within thirty (30) days after receiving the notice of breach, or 2) immediately to the extent permitted by applicable law, upon written notice to the Party, if it becomes insolvent, bankrupt or has bankruptcy proceedings instituted against it or the Party makes a general assignment for the benefit of creditors or makes a written statement to the effect that the Party is unable to pay its debts as they become due, or a final judgment against such Party remains unsatisfied for thirty (30) days or longer without being discharged, vacated or reversed, or stayed.
C. FINANCIAL TERMS
(1) In consideration for the provision of the Services, Client shall pay to CWT a) the fees set out in Module PF (“Fees”); b) any costs (“Travel Costs”) payable to Travel Suppliers in connection with any Services provided; and c) any goods and services/value-added tax (“GST/VAT”), or other local or indirect taxes, surcharges or other similar duties payable on the Fees, the Travel Costs or in connection with the Services. Financial terms are based on the volumes disclosed by Client, and the agreed scope/services. If there is a material change to volume, scope or services, CWT reserves the right to renegotiate the pricing, including any fixed fees. A “Transaction” shall mean (i) A single issuance or exchange of any air ticket or (ii) the reservation or exchange of any rail ticket or (iii) any booking of single hotel room, regardless of nights or (iv) any booking of car rental, regardless of rental days or (v) processing cancellation and refund of the tickets upon Traveller’s request.
(2) Unless otherwise agreed in writing, Client shall pay all amounts payable under these GTCs at the point of sale by company credit card or Traveller individual credit card. Any merchant fees borne by CWT on any credit card payments shall be borne at cost by Client. The booking shall be confirmed and any associated travel ticket shall only be issued upon receipt of the full amount by CWT. Should the credit card transaction be declined or cancelled for any reason prior to the trip, CWT reserves the right to cancel the relevant ticket and/or booking and not continue to make any further booking(s) for the particular Traveller until CWT is satisfied that a valid credit card information is updated in the Traveller’s account in CWT’s profile management tool. In the case where the credit transaction is reversed or cancelled after the trip, Client shall be responsible for payment in full of the ticket price, plus any associated charges as well as potential interest for late payment. For any amounts not paid or unable to be paid by credit card, Client shall pay all invoices received from CWT within fourteen (14) days from the date of invoice. Any overdue payments shall incur interest at the rate of 2% per month. Should the Client fail to pay CWT in time and further fail to honour the payment within the grace period provided by CWT, CWT reserves the right to suspend provision of the Services to Client until it has received full payment for all amounts due, and may offset any amounts owed to Client by any amounts overdue to CWT by Client. In the event of a dispute, Client shall pay the portion of fees and remuneration not in dispute and notify CWT of the reason of the dispute within ten (10) days of receipt of the invoice.
(3) Cost of Living Adjustment: CWT shall have the right to increase the Fees annually, by a percentage equivalent to the 12-month movement in the consumer price index as published by the official local body governing such an index, or any other successor/equivalent thereto. This will ordinarily take place in January of each year and CWT shall inform the Client of the increased Fees before it takes effect.
(4) Deposit: Unless otherwise stated in Module MM, a corresponding amount of deposit is required for all types of new clients with the payment term as invoice. Both CWT and Client reserve the right to discuss the adjustment of the deposit Client pays to CWT. The Client shall settle payment of deposit at least seven (7) days in advance before the agreed go live date of the travel service. At termination of the engagement of services provided by CWT, CWT will return the deposit (with no accrued interest) after the clearance of all account receivable of the Client. Where required, CWT reserves the right to offset any outstanding invoice(s) from the Client from the deposit. The currency returned shall be same with the type of currency at the time of deposit received by CWT.
(5) Applicable for India only: Client shall be responsible for providing the relevant GSTIN number, legal entity name and generic email ID in each Traveller profile so that CWT may be able to issue invoices including the GSTIN. CWT shall have no liability nor gives any guarantee whatsoever as regards the claiming of GST credits by Client. All invoices issued by CWT shall continue to be due and payable whether or not such invoice includes a GSTIN number.
D. CONFIDENTIALITY
Each Party shall require its respective officers, directors, employees, agents, advisers and other representatives to keep confidential the contents of this Agreement and all information received from the other Party in connection with the contents and the performance of this Agreement, and not to disclose such information to third parties, except as necessary to provide the Services, perform its obligations, or exercise its rights hereunder or with the written consent of the other Party, or where required by law or court order without the prior written consent of the other Party. Notwithstanding the foregoing, this shall not apply to information that is (i) in the public domain; (ii) lawfully obtained from a third party who is entitled to disclose such information; (iii) independently developed by the other Party without reference to such information; or (iv) anonymized and/or aggregated.
E. LIABILITY/DISCLAIMER
(1) Disclaimer. CWT acting as an agent shall not be liable for any actions beyond the control of CWT in connection with the Services, or for any injury, loss, damage, delay, non-performance, irregularity, or any consequences therefrom, which may be occasioned through the neglect or default or any other act or inaction of any Travel Supplier, including suppliers of booking platforms and GDSs and any vendors with whom CWT has a license or a reseller Agreement. In addition to the foregoing, CWT does not warrant nor ensure that the travel services booked will actually be provided by any Travel Supplier. If a Travel Supplier defaults prior to providing any travel service for which payment has been made, Client’s sole recourse for refund shall be with the defaulting supplier or its own insurer.
(2) Limitation on Liability. The total liability of CWT hereunder in aggregate for the entire Agreement shall be limited to the equivalent of the total CWT Fees paid by Client hereunder in the last twelve (12) months preceding the occurrence of the event or circumstance giving rise to the loss. Notwithstanding anything in this Agreement to the contrary, in no event shall either Party be liable for any loss of profit, business, goodwill or revenue or any special, punitive, indirect, consequential, exemplary or incidental damages or losses arising out of or relating to the agreement, howsoever, whether foreseeable or unforeseeable.
(3) Indemnification. Subject to the limitations on liability and exclusions of liability set forth above, each of the Parties agrees to indemnify and hold the other harmless from and against any liability, loss, cost or expense, including reasonable attorneys’ fees, incurred for a third party claim resulting directly from any failure by such Party to perform its obligation. In the event a Party (the “Indemnified Party”) seeks indemnification under this Section, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defence of the claim (including the right to settle or compromise the claim), and shall cooperate with the Indemnifying Party in its defence of such claim.
F. DATA PRIVACY
(1) CWT will process the personal data of Travelers (“Traveler Data”) as Data Controller in accordance with the European General Data Protection Regulation and/or local equivalent, for the purposes of providing travel management services, including communications on CWT products and services. CWT will implement appropriate technical and organizational measures to protect Traveler Data against accidental or unlawful destruction, alteration or unauthorized disclosure or access.
(2) Disclosures of Traveler Data to authorized third-party providers shall be for the purposes defined above or in cases required by law. Data transfers to a country that is not of equivalent protection as the country of disclosure will be subject to appropriate legitimization such as the entry by CWT into data transfer agreements based on the European Standard Contractual Clauses.
G. INTELLECTUAL PROPERTY
(1) There shall be no change as a result of this Agreement in the ownership of intellectual property rights in any materials of either Party which exist at the commencement date of this Agreement nor does this Agreement assign any intellectual property rights which are created or developed by CWT or its third-party providers either made on behalf of or made available to Client or where such assignment is not expressly provided for in this Agreement (“Background IPR”).
(2) During the Term and provided Client is not in breach of this Agreement, CWT grants to Client a non-exclusive, non-transferable, non-sublicensable right to use CWT’s Background IPR only for the purpose of enjoying the Services. Upon termination or expiration of the Agreement for any reason, Client shall cease all use of the CWT Background IPR.
(3) If Client acquires any intellectual property rights by virtue of Client’s use of CWT Technology or CWT’s provision of Services, Client shall execute all such documents and do such things as CWT may consider necessary to assign or procure the assignment of such intellectual property rights with full title guarantee (including by way of present assignment of future intellectual property rights) to CWT and/or the relevant third party provider as directed by CWT.
H. MISCELLANEOUS
(1) Compliance with Laws. Each Party shall comply with all applicable laws and regulations in the performance of the Agreement and in particular with applicable laws relating to the prevention of bribery and corruption in connection with this Agreement, including ensuring that it has in place adequate procedures to ensure compliance with such laws.
(2) Force Majeure. Neither Party shall be held liable for any delay or failure to perform its obligations hereunder caused by circumstances beyond its reasonable control including, without limitation, strikes, fires, acts of God, epidemics or pandemics, and any form of government intervention and trade sanctions whether determined by national or foreign governments or international institutions. The performance of such obligations shall be suspended only for such time as such circumstances last.