1. DEFINITIONS
In these Terms the following definitions shall apply:
1.1 “Ancillary Fees” means any fees or costs payable for, or associated with, travel luggage, breakfast, credit card usage, foreign currency conversion and/or exchange and any other relevant ancillary fees or costs;
1.2 “Booking” has the meaning given to it in clause 2.4 of these Terms;
1.3 “Booking Cost” has the meaning given to it in clause 3.1 of these Terms;
1.4 “Booking Period” means each calendar month during the Term;
1.5 “Confidential Information” means all information (including the existence and content of these Terms) designated as confidential or which ought reasonably to be considered confidential, which may include, without limitation, information relating to a Party’s business, products, developments, trade secrets, know-how or other matters connected with the Corporate Services;
1.6 “Contract” has the meaning given to it in 4.2 of these Terms;
1.7 “Corporate Services” means corporate travel services, consisting of the following: (i) facilitating the booking of Travel Services by the Customer with Travel Providers for its Travellers submitted via Skyscanner TravelPro; and (ii) reporting booked Travel Services to the Customer;
1.8 “Corporate Travel Order Form” means the order form signed by the Parties prior to the provision by Skyscanner of the Corporate Services;
1.9 “Customer Content” means all information provided by the Customer and/or any Traveller to Skyscanner in connection with the Corporate Services, including but not limited to the personal and travel information of Travellers;
1.10 “Customer Group Company” means any subsidiary or holding company of Customer, or any subsidiary of such holding company;
1.11 “Effective Date” has the meaning given to it in the Corporate Travel Order Form;
1.12 “Excluded Services” means any services or assistance relating to (i) the amendment or cancellation of any Booking; (ii) the arranging of travel insurance for Travellers (iii) any post Booking administration, negotiation, complaint, query, request, problem or issue relating to any Travel Services; or (iv) the delivery of, or failure to deliver, any Travel Services by a Travel Provider;
1.13 “Insolvency Event” means (i) the Customer suspends, or threatens to suspend, its business or payment of its debts, or is unable to pay its debts as they fall due; or (ii) the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts; or (iii) steps are taken by the Customer or a third party, towards its winding up or the appointment of an administrator; or any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned herein;
1.14 “Intellectual Property Rights” means any registered or unregistered intellectual property rights, including all applications (or rights to apply) for, and renewals or extensions of such rights, which subsist or will subsist now or in the future in any part of the world. This includes, without limitation, patents, copyright and related rights, moral rights, trade marks and service marks, trade names and domain names and database;
1.15 “Invoice” has the meaning given to it in clause 3.2 of these Terms;
1.16 “Losses” means liabilities, costs, claims, expenses, damages, injury and losses;
1.17 “Payment Solutions Provider” means any payment solutions provider who provides, or procures the provision of, credit to Skyscanner (including but not limited to the issue of VCCs) in connection with a Booking;
1.18 “PTRs” means (i) The Package Travel, Package Holidays and Package Tours Regulations 1992; (ii) Council Directive 90/314/EEC on package travel, package holidays and package tours; (iii) Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements; (iv) The Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 as amended; and (v) The Civil Aviation (Contributions to the Air Travel trust) Regulation 2007;
1.19 “Request to Book” has the meaning given to it in clause 2.2 of these Terms;
1.20 “Skyscanner Group Company” means any subsidiary or holding company of Skyscanner, or any subsidiary of such holding company;
1.21 “Skyscanner TravelPro” means the corporate travel search platform provided by Skyscanner to the Customer;
1.22 “Term” means the duration of these Terms;
1.23 “TOMS” means the Tour Operators Margin Scheme as more fully set out in VAT Notice 709/5 published on 14 December 2009 by HM Revenue and Customs in the United Kingdom;
1.24 “Traveller” means any employee, officer, consultant, agent, contractor or worker of the Customer or any other person for which the Customer would like to book Travel Services;
1.25 “Travel Services” means travel options, products or services, available via Skyscanner TravelPro (including but not limited to flights, accommodation and car hire);
1.26 “Travel Provider” means any travel agent, airline, hotel, accommodation provider, travel operator or other third party who provides Travel Services;
1.27 “Travel Report” means a report setting out details of Bookings made by Skyscanner on behalf of the Customer and giving a breakdown of all spend on a per Traveller/per trip basis; and
1.28 “VCC” means a virtual credit card.
2. PROVISION OF THE CORPORATE SERVICES
2.1 Skyscanner will provide the Corporate Services to the Customer from the Effective Date.
2.2 In connection with the Corporate Services, the Customer and/or Traveller shall: (a) select all Travel Services to be booked for Travellers via Skyscanner TravelPro and shall provide all necessary Customer Content required to enable Skyscanner to supply the Corporate Services (“Request to Book”); (b) ensure that the Customer Content is true, accurate and complete and shall not include any information that could reasonably be regarded as misleading; and (c) notify Skyscanner as soon as reasonably practicable where there are any errors or omissions to any requested Travel Services and/or Customer Content or any other reason why performance of Corporate Services may be affected by any inaccuracies or incompleteness of the requested Travel Services and/or Customer Content and the steps the Customer and/or the Traveller is taking to remedy this and associated timescales.
2.3 Save as otherwise may be agreed by the Parties in writing, Skyscanner may accept (and the Customer shall be bound by) any Request to Book made by any employee, officer, consultant, contractor, agent or other representative of the Customer.
2.4 Subject to clause 2.5, clause 2.6 and the Customer complying with its obligations under these Terms, upon receiving a Request to Book, Skyscanner shall use its reasonable endeavours to book the Travel Services with the relevant Travel Provider(s) on behalf of the Customer and the Customer hereby authorises Skyscanner to book any such Travel Services (a “Booking”), provided that:
2.4.1 the relevant Travel Services are available to book; and
2.4.2 the total cost of such Travel Services does not exceed the greater of (i) 15%, or (ii) £30, more than the total estimated cost for the Travel Services quoted to the Customer on Skyscanner TravelPro (excluding any Ancillary Fees), but Skyscanner shall not be liable for any Losses suffered or incurred by the Customer in the event that Skyscanner fails to book the relevant Travel Services.
2.5 Skyscanner may, in its sole discretion, decline to make a Booking in respect of any Request to Book at any time and shall have no liability to the Customer whatsoever.
2.6 For the avoidance of any doubt, Skyscanner cannot guarantee the booking of any Travel Services set out in a Request to Book.
2.7 In connection with each Request to Book, the Customer agrees and acknowledges that any Ancillary Fees displayed on Skyscanner TravelPro are estimated prices only and that the actual Ancillary Fees payable to Travel providers may vary and the Customer hereby authorises Skyscanner to agree and accept any Ancillary Fees on behalf of the Customer providing the criteria set out in clause 2.4 have been satisfied.
2.8 Within 14 days of the end of each calendar month, Skyscanner shall issue a Travel Report to the Customer in respect of all Bookings made during that calendar month.
2.9 Notwithstanding any other provision of these Terms, Skyscanner shall not provide, and shall not be responsible for, the Excluded Services.
3. PAYMENT FOR TRAVEL SERVICES
3.1 You hereby acknowledge and agree that the cost of the Travel Services (including any Ancillary Fees, VAT and other taxes) (“Booking Cost”) shall be paid by Skyscanner on your behalf by whatever payment method Skyscanner shall determine from time to time (including but not limited to a VCC) and that certain payment methods may result in additional fees being payable to the Travel Provider(s) which shall be included and/or added to the total Booking Cost. The Customer shall reimburse the total Booking Cost to Skyscanner in accordance with the terms of this clause 3.
3.2 Skyscanner may issue an invoice to the Customer for each Booking Period at any time after the expiry of the relevant Booking Period, which shall include all Booking Costs paid or to be paid by Skyscanner during such Booking Period (“Invoice”). Each Invoice shall be raised in Great British Pounds (£).
3.3 The Customer shall pay all outstanding amounts set out in each Invoice within 14 days of the date the Invoice is issued and in accordance with all other payment terms set out therein (save as otherwise agreed in writing by Skyscanner).
3.4 In the event that the Customer is entitled to a refund from a Travel Provider in connection with a Booking and Skyscanner receives the refund from the Travel Provider (or the Payment Solution Provider) on the Customer’s behalf, Skyscanner shall apply a credit for the amount received in the next Invoice to be issued to the Customer following such receipt (and in the event that an Invoice has already been raised in respect of such Booking but not yet paid by the Customer, it shall remain due and payable and the Customer shall not be entitled to set off the refunded amount against such Invoice). No credit shall be applied in respect of any refund that Skyscanner does not receive.
3.5 Notwithstanding any other provision of these Terms, Skyscanner reserves the right to request advance payment for the Corporate Services.
3.6 Skyscanner shall have a right to set off any amounts which the Customer owes to Skyscanner against any amounts that Skyscanner may owe to the Customer or hold for the Customer.
3.7 The Parties agree and acknowledge that Skyscanner is neither a ‘principal’ nor an ‘undisclosed agent’ for the purposes of TOMS and that TOMS does not apply to the provision of the Corporate Services pursuant to these Terms.
3.8 In the event that any Invoice is not paid by its due date in accordance with clause 3.3, Skyscanner shall be entitled to:
3.8.1 suspend all or part of the provision of the Corporate Services;
3.8.2 charge interest in all overdue sums at a rate of 1.5% per month until paid; and/or
3.8.3 cancel (without liability to the Customer or any Traveller) any Bookings on behalf of the Customer in respect of which payment is outstanding, with any cancellation fees incurred as a result of such cancellation being for the account of the Customer.
3.9 The provisions of this clause 3 are subject to the provisions of clause 5 where Corporate Services are being provided to Customer Group Companies.
4. LIABILITY AND RESPONSIBILITIES
4.1 When making Bookings or otherwise carrying out the Corporate Services, Skyscanner will be acting as the Customer’s agent and the relevant Travel Providers shall be responsible for providing the Travel Services to the Customer. Skyscanner shall not be responsible for any default, defect or failure in any supply of the Travel Services by any Travel Provider, or for any Losses suffered or incurred by the Customer or any Traveller (directly or indirectly) as a result of any act or omission of the Travel Provider.
4.2 In connection with each Booking, the Customer will be entering into one or more legally binding contracts with the relevant Travel Provider(s) in respect of the Travel Services to be provided by such Travel Provider(s) (each a “Contract”) and the provision of the Travel Services shall be subject to the terms of each such Contract. The Customer will be bound by such terms and it is the responsibility of the Customer to ensure that it and its Travellers comply with such terms (including but not limited to terms which relate check-in times, luggage allowances, passport and visa requirements, the provision of information, cancellations and amendments).
4.3 The Customer is responsible for ensuring that each Traveller (i) has the right to travel; (ii) meets the foreign entry requirements of their chosen destination; and (iii) holds valid travel documents (such as passports and visas) and Skyscanner shall have no liability in respect of any failure to meet such requirements.
4.4 The Parties agree and acknowledge that in connection with the provision of the Corporate Services, Skyscanner does not in any way sell or offer to sell a ‘package’ for the purposes of the PTRs and as such the PTRs do not apply.
4.5 The Parties agree and acknowledge that Skyscanner shall not be responsible or liable for any of the following in connection with the provision of the Corporate Services:
4.5.1 advising the Customer on visa and passport requirements;
4.5.2 providing any protection against the insolvency of Skyscanner or any Travel Provider, including refunds and/or customer repatriation in the event of such insolvency; or
4.5.3 the provision of alternative arrangements, customer repatriation and/or compensation in the event that a Travel Provider fails to provide any Travel Services.
4.6 The Customer is responsible for the accuracy of all Customer Content and Skyscanner shall have no liability in respect of any errors or omissions in connection with any Booking where such errors or omissions have been caused by inaccurate, incomplete or misleading Customer Content (and the Customer shall remain liable to reimburse Skyscanner in accordance with the terms of clause 3). In the event that any Customer Content is found to be incorrect, additional costs may be payable to Travel Providers to amend the Booking and the Customer shall be responsible for any such additional costs.
4.7 Skyscanner shall not be liable to the Customer if for any reason Skyscanner TravelPro is unavailable at any time or for any period.
5. USE OF THE CORPORATE SERVICES BY CUSTOMER GROUP COMPANIES
5.1 Skyscanner may, at its sole discretion, agree to provide Corporate Services to Customer Group Companies.
5.2 The Customer acknowledges that in order for any Customer Group Companies to use the Services, such Customer Group Company may be requested to provide additional documents and enter into additional agreements. In particular, prior to the provision of Corporate Services to a Customer Group Company, such Customer Group Company shall be required to acknowledge its agreement to these Terms in writing.
5.3 In the event that the Corporate Services are provided to a Customer Group Company, Skyscanner may issue Invoices to the Customer Group Company directly in respect of the Corporate Services provided to such Customer Group Company and the Customer Group Company shall pay such Invoice to Skyscanner in accordance with clause 3 as if it were the Customer, subject always to the terms of clause 5.4.
5.4 The Customer irrevocably, absolutely and unconditionally guarantees payment of all amounts due under these Terms to Skyscanner from any Customer Group Company. Such guarantee is a guarantee of payment and not merely of collection. Skyscanner shall not be required to initiate any action against, nor exhaust any remedies with respect to any Customer Group Company prior to making a demand of payment upon the Customer.
6. WARRANTIES, INDEMNITY AND DISCLAIMER
6.1 Skyscanner warrants that it has full power and authority to enter into these Terms. Skyscanner makes no other warranty of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability and fitness for a particular use.
6.2 The Customer warrants and represents that:
6.2.1 it has the full power and authority to enter into these Terms; and
6.2.2 it is duly authorised to organise travel on behalf of Travellers and that it has obtained all rights, permissions and approvals required to provide the Customer Content to Skyscanner for processing pursuant to delivery of the Travel Services.
6.3 The Customer shall indemnify Skyscanner against all Losses suffered or incurred by Skyscanner arising out of or in connection with:
6.3.1 any Booking; and
6.3.2 the provision or other sharing by Skyscanner of any Customer Content to any Travel Provider or Payment Solutions Provider.
6.4 Skyscanner does not warrant that the Customer’s use of the Corporate Services and/or Skyscanner TravelPro will be uninterrupted or error-free or that the Travel Services and/or the information obtained by the Customer through the Corporate Services and/or Skyscanner TravelPro will meet the Customer’s requirements.
7. LIMITATION OF LIABILITY
7.1 Subject to clause 6.3, Skyscanner shall not be liable for any Losses suffered or incurred by any party arising from any act, omission or failure to act by Skyscanner in connection with the provision of the Corporate Services or otherwise.
7.2 Subject to clause 6.3, neither Party will be liable for any indirect, special, incidental, consequential, exemplary or punitive damages, including but not limited to damages for lost data, lost profits or costs of procurement of substitute goods or services, however caused and under any theory of liability, including but not limited to contract or tort (including strict liability and negligence), and whether or not such Party was or should have been aware of the possibility of such damage and notwithstanding the failure of essential purpose of any limited remedy stated herein.
7.3 In no event shall Skyscanner be liable to the Customer and/or any Traveller for any failure or delay in performance wholly or in part due to causes or circumstances beyond its reasonable control and without its fault or negligence including, but not limited to the following: acts of God; acts of the public enemy; civil disturbance; war; acts of the United Kingdom or any state, territory or political division of the United Kingdom; fires; floods; natural disasters; pandemic or epidemic events, regional, statewide, or nationwide strikes, or any other general labour dispute not specific to that party; communication line failures; and/or freight embargoes.
7.4 Nothing in these Terms will limit either party’s liability for: death or personal injury caused by its negligence; loss caused by fraud or fraudulent misrepresentation; any other liability which cannot be excluded or limited by law.
7.5. The Parties agree that this clause 6 represents a reasonable allocation of risk.
8. TERM AND TERMINATION
8.1 These Terms shall commence on the Effective Date and shall continue until terminated by either Party providing at least 30 calendar days’ written notice to the other Party, or the Terms are otherwise terminated in accordance with these Terms.
8.2 Skyscanner may terminate these Terms immediately upon:
8.2.1 giving notice in writing if the Customer is in material breach of any term or condition of these Terms;
8.2.2 the occurrence of an Insolvency Event; or
8.2.3 any Payment Solutions Provider reducing Skyscanner’s credit limit below £1,000,000 or ceasing to provide credit to Skyscanner.
9. CONFIDENTIALITY
9.1 Each Party undertakes to keep the other Party’s Confidential Information confidential and shall not use or disclose such Confidential Information except for the purpose of exercising or performing its rights and obligations under these Terms.
9.2 Each Party may disclose the other Party’s Confidential Information to its employees, officers, representatives, affiliates, sub-contractors or advisers who need to know such information for the purposes of carrying out the Party’s obligations under these Terms and as may be required by law, court order or any governmental or regulatory authority.
9.3 Confidential Information shall not include any information which was in the lawful possession of the receiving party prior to its first receipt from the disclosing party; or received independently by the receiving party in good faith from a third party; or is or becomes (through no act or failure to act of the receiving party) public knowledge; or is required to be disclosed pursuant to a legal, governmental or other regulatory requirement provided that, to the extent it is legally permitted to do so, the party which is required to make such a disclosure gives the other party as much notice of this disclosure as possible.
9.4 Neither party may issue a press release regarding these Terms without the prior written consent of the other.
10. DATA PROTECTION
Notwithstanding any other provision of these Terms, in exercising their respective rights and performing their respective obligations under these Terms the Parties shall comply with all applicable data protection, security and privacy laws and regulations, including without limitation the Data Protection Act 1998. The parties acknowledge and agree that Skyscanner is a data controller in respect of any personal data relating to Travellers that it collects pursuant to delivery of the Services.
11. INTELLECTUAL PROPERTY
As between the Customer and Skyscanner, the Customer acknowledges that all rights, titles and interests, including without limitation all Intellectual Property Rights, associated with the Corporate Services and Skyscanner TravelPro are owned by or licensed to Skyscanner, and that the Customer shall not acquire any rights, titles, or interests in or to the Intellectual Property Rights associated with the Corporate Services or Skyscanner TravelPro.
12. THIRD PARTY RIGHTS
These Terms are made for the benefit of the Parties and (where applicable) their successors and permitted assigns, and is not intended to be enforceable by anyone else.
13. MISCELLANEOUS
13.1 Neither Party shall be entitled to assign or sub-contract any of its rights or obligations under these Terms in whole or in part, without the prior written consent of the other Party (such consent not to be unreasonably withheld) except that Skyscanner may at any time assign, novate or sub-contract any of its rights and/or obligations under these Terms to any Skyscanner Group Company.
13.2 These Terms constitute the entire agreement between the Parties and supersedes all previous Terms and understandings between them, whether written or oral, relating to their subject matter.
13.3 These Terms and any dispute or claim arising out of or in connection with it or their subject matter shall be governed by and construed in accordance with the law of England and Wales.
13.4 The Parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms or their subject matter.
