In this agreement, the following definitions apply.
''Affiliate(s)'' means a company or other business entity that is controlling, controlled by or under common control with a Party.
“Control” shall mean the direct or indirect ownership of more than fifty percent (50%) of the equity interest in such business entity, or the ability in fact to control the management decisions of such business entity;
''Agent Assisted'' Transaction(s)” means a Transaction that begins via the Online Booking Tool, and then must be reviewed and processed manually as a result, of a Customer or traveller initiated request where there is direct Customer or traveller contact to complete the transaction (e.g. telephone, email, online);
''Air Transaction(s)'' means an electronic airline ticket issued regardless of whether the ticket is used, voided, or refunded at a later date. Cancellation of a reservation before the ticket is issued is not considered a transaction. For the avoidance of doubt, conjunction tickets shall be counted as one transaction. Refunds shall be counted as a separate transaction. Amendments requiring the issuance of a new ticket (exchange) or other charge document e.g. excess baggage will be counted as a new transaction;
''Amendment(s)'' any changes made to an existing ticket post issue prior to travel which can include revalidations of airline tickets;
''Bill Back(s)'' means a Hotel Transaction or a Car Transaction made for a traveller and settled initially by Mobilleo, then re-charged to Client via invoice upon final details of the charges being available. Involvement by Mobilleo is limited to re-invoicing administration and credit control and excludes any validation or involvement in dispute resolution.
''BTC'' means a Mobilleo Business Travel Centre from where the Services are provided;
''Cancellation(s)” means the revocation of a travel booking after ticket(s) or documentation is issued;
“Car Transaction(s)” means a car rental booking/reservation per traveller made, regardless of whether the traveller uses the car reservation;
“Charge Card” means Customer charge card product or personal or corporate credit card;
"Customer" means the person, firm or entity that purchases Services from Mobilleo.
“Customer Property” means all intellectual property rights in any branding or logos provided or procured by Customer for Mobilleo’s use in relation to the provision of the Services, and which it has been mutually agreed in writing that Mobilleo shall so use;
“Customer Travel Costs” means all third-party travel provider costs of Customer’s travel including but not limited to, air tickets, hotel, car, rail, and ancillary charges but shall exclude all Service Charges;
“Conjunction Ticket(s)” means multiple air tickets issued to a traveller in conjunction with each other and cross-referenced, which relate to one trip only. (Such tickets are required where a traveller’s trip consists of more than four flights, as this is the maximum number of flights that can be issued on one ticket);
“Eurostar Transaction(s)” means a Eurostar sector issued regardless of whether or not, the ticket is used, voided or refunded at a later date. A Refund or a change to the original booking shall be counted as a separate transaction
“Force Majeure Event” means any act of God, Government or relevant regulatory body, civil disturbance, war, terrorism, court order, labour dispute, third party late or non-performance, internet non-availability, disruption or slow-down, or any other cause beyond a Party’s reasonable control;
“Hotel Transaction(s)” means a hotel booking/reservation per traveller, made, regardless of whether or not, the traveller uses the hotel reservation;
“Mobilleo” is the trading name of Fleetondemand Ltd providing the technology and travel service booking management to its Customers;
“Mobilleo Property” means all intellectual property and other proprietary rights in all specifications, working methods, PNR and profile forms, files and contents, software, systems, applications, technology, databases, know-how and other documents and material of any sort in any medium used, produced or provided by Mobilleo, its employees, agents or sub-contractors for the purposes of this Agreement;
“Offline Transaction” means a Transaction not initiated and completed via the Online Booking Tool;
“Online Transaction(s)” means any transaction placed via the Online Bookings tools provided to the Customer;
“Online Booking Tool(s)” means web-based technology tool(s) licensed to Customer by Mobilleo that enables Customer travellers/travel bookers to independently perform the travel booking process;
“Other Transaction(s)” means a charge for any other Service booked that is not otherwise specifically defined herein, including but not limited to ferry, coach, and other ground transportation;
“Pass Through Expense(s)” means any third-party costs incurred by Mobilleo on behalf of the Customer in the provision of the Services including but not limited to courier messengers, bank charges, passport and visa embassy charges, and third-party rail supplier charges;
“Passenger Name Record (PNR)” means a unique record created when a reservation is made for a traveller. A PNR may contain one or more types of transaction;
“Personal Data” shall have the same meaning as in Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard, to the processing of personal data and on the free movement of such data, in this instance in relation to Travellers; and from 24th May 2018 will reflect the General Data Protection Regulations;
“Refund” means a Transaction that is returned to the supplier for credit and is processed for refund by Mobilleo upon receipt of credit from the supplier;
“Service Fee(s)” means a fee applied to a specific transaction as set out in the proposal provided to the customer to cover the cost of the specific travel management services provided by Mobilleo;
“Services” means the services as described in Schedule 1;
“Transaction(s)” means either collectively or individually or any combination thereof, Air Transaction(s), Hotel Transaction(s), Car Transaction(s), Rail Transaction(s), Eurostar Transaction(s) and Other Transaction(s).
“Traveller(s)” means any individual that is the subject of the Services;
“User(s)” means Travellers and all persons who may or do utilize, or who are otherwise the subject of, any of the Services from time to time;
(1) The Customer wishes to appoint Mobilleo to provide business travel services.
(2) The parties have agreed to enter into this Agreement (which includes the Schedules and the Appendix) to govern their relationship.
IT IS AGREED AS FOLLOWS:
1. PROVISION OF THE SERVICE
Mobilleo will provide the Service using only good quality systems, techniques and standards and applying the care and skill in accordance with best practice in the travel management industry. Mobilleo agrees to provide the Service in accordance with agreed service levels after the expiry of 6 months from the commencement of the Service to enable the parties to identify the Client’s service requirements.
ASSIGNMENT AND SUB-CONTRACTING
1.1 Neither party shall assign the Agreement or any of its rights or obligations thereunder without the written approval of the other party, which approval shall not be unreasonably withheld.
1.2 Mobilleo shall not sub-contract the Agreement or any part thereof without the written approval of the customer which shall not be unreasonably withheld where Mobilleo undertakes to remain responsible to the Customer for the acts or defaults of the sub-contractor.
2. TERM AND DURATION
This Agreement shall be effective from the date of e-signature by the customer until terminated in accordance with Clause 5 below.
3.1 The terms and conditions of this Agreement are confidential to the parties and shall not be disclosed to any third party other than the Customer’s and/or Mobilleo’s employees, agents, or sub-contractors who need to know the same for the performance of their duties.
3.2 Both parties shall treat as confidential (and shall ensure that any agent or sub-contractor keeps confidential) information disclosed to them, or of which they become aware, during the operation of this Agreement concerning the business, customers, or affairs of the other party ("Disclosing Party") or any other company associated with it.
3.3 At the request of the Disclosing Party the other party shall either surrender or destroy all such confidential information in whatever form including but not restricted to information stored on magnetic tape or computer disk and give to the Disclosing Party written confirmation of destruction.
3.4 Both parties undertake that they shall not and shall ensure that their employees, agents and sub-contractors do not use any confidential information other than to properly perform the Service.
3.5 The provisions of this Clause 4 shall be valid for the duration of this Agreement and for a period of three months thereafter.
4.1 Either party may terminate this Agreement forthwith if the other party is in breach of any of the terms of this Agreement and in the event of a breach capable of remedy fails to remedy such breach within 20 days of receipt of written notice of that breach.
4.2 Either party may terminate this Agreement forthwith on written notice if the other party has a receiver, administrator or administrative receiver appointed, or becomes the subject of a resolution petition or order for winding up or bankruptcy, or makes an assignment or an arrangement with its creditors (other than for the purposes of reconstruction) or goes into liquidation.
4.3 Either party may terminate this Agreement at any time by giving 3 months' notice in writing.
5. LIMITATION OF LIABILITY
5.1 In the event that, this Agreement is not executed by the Customer prior to the placing of Travel request by booker, unless the Customer expressly advises Mobilleo in writing that it does not accept the Agreement prior to the placing of such travel request, the Customer will be deemed to accept the Agreement upon the placing of such travel request regardless of its execution and return of the Agreement to Mobilleo.
5.2 Each party accepts liability for: -
5.2.1 without limit, death or personal injury caused by its negligence or the negligence of its employees, subcontractors, or agents;
5.2.2 fraud or fraudulent misrepresentation or wilful default or any matter in respect of which it would be unlawful for the party to exclude or restrict liability.
5.3 This Agreement sets out the full extent of Mobilleo's obligations and liabilities in respect of its obligations under this Agreement. In particular, there are no conditions, warranties or other terms, express or implied, including as to quality, fitness for a particular purpose or any other kind whatsoever, that are binding on Mobilleo except as specifically stated in this Agreement. Any condition, warranty or other term concerning the vehicle which might otherwise be implied into or incorporated within this Agreement, whether by statute, common law or otherwise, is expressly excluded to the extent permitted by law.
5.4 Without prejudice to clause 6.2, Mobilleo shall not be liable under this Agreement for any:
5.4.1 loss of profit, whether direct or indirect;
5.4.2 loss of revenue, whether direct or indirect;
5.4.3 loss of business, whether direct or indirect;
5.4.4 any loss, damages, charges, fines or penalties (other than in respect of personal injury or death) claimed by a third party from the Customer or paid by the Customer to a third party; or
5.4.5 any other, indirect, or consequential loss or damages;
in each case, however caused, even if foreseeable or made known to Mobilleo before the occurrence of the breach.
5.5 Subject to clause 6.2, Mobilleo’s maximum liability to the Customer arising out of its obligations under this Agreement shall not in any circumstances exceed: -
5.5.1 in the case of claims arising solely out of the provision of the Service, 100% of the fee received by Mobilleo in respect of the Sub-hiring in respect of which the claim arises;
5.5.2 in the case of claims arising other than in respect of the provision of the Service, 50% of the amount paid by the Customer to Mobilleo pursuant to this Agreement at the time the claim arises.
6.1 Every vehicle supplied by Mobilleo to the Customer must be protected by comprehensive or third-party insurance provided by either the Customer or the Hirer.
6.2 The Customer agrees to indemnify Mobilleo for all losses suffered by either Mobilleo and/or the Rental Company arising as a result of the vehicle suffering damage, no matter how the damage may be caused and no matter whether it is the Customer or the Hirer that has use of the vehicle.
6.3 Where the insurance on the vehicle is the responsibility of the Hirer, the Customer undertakes to Mobilleo and the Rental Company to ensure that the Hirer has valid insurance and records the details of this insurance and makes those details available to Mobilleo and the Rental Company from time to time as required.
6.4 Where no insurance is provided by the Hirer, the Customer must procure that the Hirer requests the Rental Company's insurance and the Hirer may also waive their liability for damage by the purchase of damage liability waiver insurance from the Rental Company.
6.5 The Customer shall ensure that all terms and obligations contained in this Clause 6 are notified to the Hirer. In the event of any failure by the Customer or the Hirer to comply with the terms of this Clause 6 or any failure by the Customer or the Hirer to comply with any requirements of Mobilleo or the Rental Company regarding insurances, the Customer agrees to indemnify and keep indemnified Mobilleo in respect of all loss(es), damage, claims, costs, demands, penalties, fines, liabilities and expenses suffered or incurred by Mobilleo and/or the Rental Company as a result of such breach or failure to comply.
6.6 In relation to any claim arising or relating in any way to the indemnity in this Clause 6 then Mobilleo shall be entitled to recover from the Customer losses incurred or suffered by a Rental Company as if such losses had been directly incurred by Mobilleo.
6.7 Every vehicle supplied by Mobilleo to the Customer must be protected by fully comprehensive insurance provided by either the Customer or the Hirer. In addition to this the Customer will ensure that any driver using a vehicle(s) hired from Mobilleo will hold and will not have been disqualified from holding or obtaining a driving licence valid for the relevant vehicle(s).
6.8 It is the responsibility of the customer to make sure they have the relevant company/personal travel insurance to cover the traveller in the event of cancellation, delayed travel, missed departure emergency medical reasons/medical reasons, personal/company property including lost bags, passport, cash or any of the events mentioned in Clause 9 (Force Majeure)
7. INTELLECTUAL PROPERTY RIGHTS
7.1 All brands, logos, trademarks or other IPR belonging to or vesting in each party shall remain the IPR of that party.
7.2 Neither party shall use the name, IPR, brand any trade mark or trade name, whether registered or not, of the other party or Customers or Clients in publicity releases or advertising or in any other manner, including customer lists, without securing the prior written approval of the other and such consent shall not be unreasonably delayed or withheld.
7.3 All IPR in the Software and Web Application shall remain vested in Mobilleo or that of any third-party owner or licensor.
7.4 The Customer shall not decompile, disassemble, reverse engineer, or otherwise modify or attempt to modify the source code or the Software or otherwise wrongfully use the Web Application.
7.5 The Customer shall further ensure that the source code or the Software is not used in whole or in part whether for commercial gain or otherwise in any newly created or substantially similar software to the Software.
7.6 The Customer shall not and shall not allow the Software to be copied, reproduced, downloaded or otherwise make the Software available on line except in accordance with the express provisions of this Agreement.
7.7 The Customer shall notify Mobilleo forthwith if there is any claim by a third party that the Software or Web Application infringes any third party IPR and shall make no admissions or settlement in respect of any such claim without the prior written consent of Mobilleo.
7.8 In the event that, such a claim for infringement is received, such claims shall be handled by Mobilleo (at its cost) and the Customer shall cooperate fully with Mobilleo in defending such a claim.
7.9 In the event that, such a claim for infringement is upheld by a court of competent jurisdiction, Mobilleo shall use all practicable endeavours to permit the Customer to continue to use the Software or Web Application. The Customer may terminate the agreement if they are prevented from using the software to a material extent.
7.10 Subject to the Customer complying with the provisions of this, Mobilleo shall indemnify the Customer against any costs or losses, including legal costs in relation to any claim that the Software or the Web Application has infringed the IPR of any third party. Mobilleo liability under this 12 shall be unlimited.
7.11 This Clause shall state the entire liability of Mobilleo to a Customer in respect of infringement of the IPR of any third party.
7.12 The rights to use the Bespoke Functionality shall vest in the Customer upon development and Mobilleo assigns the rights to all such Bespoke Functionality to the Customer.
7.13 Mobilleo agrees that it shall not provide the Bespoke Functionality to any other party without the prior written permission of the Customer, such permission not to be unreasonably withheld or delayed.
Neither party shall advertise or publicly announce the relationship created by this Agreement without the prior written consent of the other. Such consent shall be subject to the agreement of the parties to the content of such advertisement or announcement.
9. FORCE MAJEURE
The parties agree that neither of them shall be liable to the other for delays, costs, losses, or expenses of any nature or matter that would have been an event of default hereunder if caused by circumstances beyond its reasonable control including but not limited to fire, flood, tempest, storm, war (declared or undeclared), acts of God, civil insurrection, explosion, strike, labour dispute, riots, or action of any government or governmental agency. If either party is affected by such force majeure event, it shall promptly notify the other party of the nature and extent of the circumstances and will make reasonable endeavours to mitigate the effects of such event on the performance of its obligations under this Agreement.
10. ASSIGNMENT AND SUB-CONTRACTING
The Customer shall not sub-contract, assign or transfer the whole or any part of this Agreement without the prior written consent of Mobilleo.
Any notice to be served on either of the parties by the other shall be sent by email to Customer signatory of this document and shall be deemed to have been received within 1 working day. Please provide relevant email address on signatory page.
The Customer shall not, either directly or via any third party, throughout the continuation of this Agreement or for six months following the termination of the Agreement in any way attempt to solicit any person in the employ of Mobilleo.
13. VARIATIONS AND ENTIRE AGREEMENT
This Agreement constitutes the entire Agreement between the parties relating to the subject matter of this Agreement and no variation hereof shall be effective unless in writing and signed by or on behalf of each of the parties.
14. NO WAIVER OF RIGHTS
No failure on the part of any party to exercise and no delay on its part in exercising any right or remedy under this Agreement will operate as a waiver thereof nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
15. HEADINGS FOR REFERENCE PURPOSES
The headings in this Agreement shall not affect its interpretation and words importing the singular shall include the plural and vice versa and words incorporating the masculine shall include the feminine and vice versa and the Schedules to this Agreement constitute an integral part hereof.
16. LAW AND JURISDICTION
This Agreement shall be subject to English Law and the parties hereby submit to the exclusive jurisdiction of the English Courts.
17. MATERIAL CHANGE
17.1 Should there be any material change, as notified by Mobilleo in,
17.1.1 Any laws, ordinances, orders, rules, or regulations governing, or in any other circumstances relevant to, Mobilleo’s operations/provision of Services;
17.1.2 Travel industry conditions, including but not limited to, airfares (e.g., net fares or net/net fare arrangements) or compensation to Mobilleo, by action of any industry vendor/supplier, governing body or Customer including but not limited to the imposition of system access/usage charges (e.g. GDS opt in fees); then Customer agrees to renegotiate with Mobilleo in good faith the financial and/or service terms of this Agreement. If upon thirty (30) days from the date of such notice, the parties are unsuccessful in renegotiating mutually satisfactory terms, either party hereto shall have the right to (a) refer such dispute for resolution pursuant to Clause 13; and/or (b) terminate this Agreement, in whole or in part, at any time thereafter with not less than thirty (30) days’ advance written notice.
IN WITNESS WHEREOF this Agreement has been entered into the day and year first above written.
Schedule 1 Services Provided Agreement
SCOPE OF SERVICES
This Schedule 1 describes the Services to be provided by Mobilleo, subject to and based on the fees for such Services referenced in the Financial Terms of Schedule 2. Additional Services or modifications to the Services required will be mutually agreed by the parties in good faith.
19. SERVICES TO BE PROVIDED
Mobilleo shall provide both Online Transaction and Offline Transaction services to Customer.
19.1 GENERAL. In addition to any other Services specified in this Agreement, the following are the Services to be provided by Mobilleo
19.2 Travel Booking Personnel and Management. Provide sufficient numbers of experienced, qualified, and trained staff (travel consultants for Offline Transaction Services as detailed in Section 19.3 below) to meet the requirements for the Services.
19.3 Office Support. Provide general standard office, administrative and customer service support within normal office hours Monday to Friday 08.30-17.30 GMT.
19.4 Online Booking Tools and Other Technology. Upon Customer’s request and approval (not to be unreasonably withheld, conditioned, or delayed), support technology as mutually agreed. Online Booking Tool(s) shall be made available for Customer’s Online Transactions, together with the relevant support. Mobilleo shall keep Customer apprised of new technological developments, providing Customer with the opportunity to implement such systems at their discretion provided the costs related thereto are agreed in advance in writing by the Customer.
19.4 Data Source for CO2 Emissions Figures. The CO2 emissions figures displayed within the Mobilleo application are sourced from “Government conversion factors for company reporting of greenhouse gas emissions” on gov.uk. You can access the complete dataset from the UK Government's GHG reporting here.
20. Disaster Recovery Plan.
20.1 Have a sufficient disaster recovery plan in place to allow for call rollover and continued operations with minimal disruption should one or more of the Customer’s or Mobilleo sites become inoperable for any reason, including but not limited to a Force Majeure Event.
20.2 Mobilleo shall proactively update and maintain all disaster recovery and business continuity plans, documentation, and processes so that Services can be provided without or only with minimal interruption. A timescale for these updates and further details of this plan shall be discussed and agreed between the Parties at a later date, on a best effort basis.
20.3 Should this disaster recovery plan not be in place or not be sufficient to handle the disaster situation without interruption or with only minimal interruption when a disaster occurs, subject to the exclusion of any Force Majeure Event and in any event, to its being within Mobilleo’s reasonable control to continue to provide the Services despite the particular disaster situation Mobilleo shall be deemed in material breach of this Agreement and shall fully hold Customer, Customer Affiliates and their officers, employees, agents or subcontractors harmless and indemnified from any and all costs, losses, damages and claims (actual or threatened) of whatsoever nature and howsoever arising out or in connection with this Agreement, subject to the limitations as contained herein. Mobilleo’s liability shall be excluded to the extent that such breach is caused or contributed to by any act, error, or omission on the part of Client or any Client Affiliate.
21. Management Information.
21.1 Global Reporting. Provide Customer with access to the agreed standard of Mobilleo global reporting and support in order for Customer obtain standard Management Information containing the data requested by Customer and which will deliver the capability to provide dashboard reports (with drill down capability) and transactional downloads. Further details of this tool are set out in Schedule 3. Any additional ad hoc reports required by Customer will be provided subject to the mutual agreement of the parties, on a project basis, as to scope, pricing and terms for the provision of the same.
21.2 Requirements. At Customer’s request, Mobilleo shall consolidate Personal Data from third parties for Management Information purposes provided always that Customer ensures:
21.2.1 all such Personal Data is provided by said third parties in accordance with (i) Mobilleo’s Global Personal Data Capture file specifications and (ii) Mobilleo’s standard PNR default mappings; and Any Personal Data not provided in accordance with these requirements may be subject to additional charges as advised by Mobilleo.
21.2.2 Traveller Profile Personal Database. Mobilleo will maintain a corporate traveller profile database (the “Traveller Profile Database”) throughout the Term, which shall be comprised of personal information records for each Traveller, (each such employee’s record in the traveller profile database, a “Personal Profile”). The Personal Profiles shall incorporate all categories of information submitted to Mobilleo (i) on pre-printed personal profile forms (“Profile Forms”), which shall be in a format clearly understood by Users and approved by Mobilleo, (ii) via data feed direct from Customer, and/or (iii) information provided to Mobilleo via email or telephone at the time of booking, or a combination of the three. Where an Online Booking Tool has been selected, the profiles will be managed by the Users and override the data held by Mobilleo on printed format.
21.3 Minimum requirements for Personal Data provision from third parties At Customer’s request, Mobilleo shall consolidate Personal Data from third parties for Management Information purposes provided always that Customer ensures:
21.3.1 All such Personal Data is provided by said third parties in accordance with (i) Mobilleo’s Global Personal Data Capture file specifications; and (ii) Mobilleo’s standard PNR default mappings; and Any Personal Data not provided in accordance with these requirements may be subject to additional charges as advised by Mobilleo.
21.4 Collection of Commission as part of the Services. Mobilleo may collect Commission itself or by way of sub-contract to a third party for collection, subject to Clause 24.3 of Schedule 2.
22. Transaction types
22.1 Online Transactions. The Travellers and travel bookers of Customer will be enabled to place Transactions with Mobilleo by themselves directly via the Online Booking Tool(s) made available by Mobilleo.
22.2 Offline Transactions. When not using the Online Booking Tools, Users and travel bookers will place their travel request by e-mail or phone to the designated Mobilleo Concierge Service.
22.3 Offline Transactions outside of the local Mobilleo Concierge Service standard working hours (Monday to Friday 8.30-5.30pm) & during local official holidays Users and travel bookers can contact the team via email, where upon request the enquiry/email will be looked at as soon as the team are back in working office hours.
22.4 Mobilleo currently do not offer an Emergency After Hours Services without prior notice from Customer.
22.5 Low Fares and Rates for Flights. Offer lowest available fares for the type and class of service requested as available in the GDS used by Mobilleo and as sometimes negotiated by Customer directly with travel providers and notified as such to Mobilleo. Mobilleo will apply all Customer negotiated discounts in accordance with Customer’s travel policy. Additional charges may apply for web fare and low-cost carrier searches.
22.6 Vendor Contacts. Take reasonable steps to obtain preferred seating, last available seats, upgrades, preferred accommodations, and lowest applicable pricing for all types of Transactions.
22.7 International Travel. Where available, Mobilleo will make full use of techniques permissible within tariff regulations to minimise the cost of Customer itineraries.
22.8 Email Itineraries. Email itineraries to Users and travel bookers, as required;
22.9 Issue e-Tickets. Unless otherwise agreed or directed by industry rulings Mobilleo will issue all air tickets as e-tickets.
22.10 Instant ticketing. Mobilleo may issue a ticket as soon as a booking is requested or authorized by the traveller/travel booker rather than waiting for the latest airline ticketing date where, in Mobilleo’s reasonable opinion, it is appropriate to do so.
22.11 Refunds. Upon notification by a User that a booking/reservation/ticket will not or has not been used, Mobilleo shall contact the relevant travel provider or other party as necessary to ensure prompt refund and credit the relevant Traveller accordingly. Mobilleo will maintain records to allow documented verification of timely refund processing in accordance with the requirements of this Section. Should travel provider or other relevant party not Refund Traveller or Customer directly, but Refund Mobilleo.
Schedule 2 Financial Agreement
The Services shall be provided to Customer in accordance with the following financial terms and conditions:
23. Service specification
23.1 The Services shall be charged by way of a Chargeable Transaction based Service Fee or other agreed Service Fee charging methodology (e.g. fixed charges for provision of an Implant service solution for both Online Transactions and Offline Transactions).
23.2 Any services not included in Schedule 3 (Scope of Services) are outside of the scope of the Service offered. If such services are required, the parties shall agree in advance all applicable fees.
23.3 Where Customer or a third party introduces any changes, which result in changes to the Services and/or service levels in this Agreement, the Service Charges will be adjusted in order to allow Mobilleo to recover any resultant additional charges incurred. The adjusted Service Fees will apply from the time that any such changes were implemented unless otherwise defined as a Pass-Through Expense in which case they shall be charged as incurred.
23.4 The provision of the Offline Transaction booking service is based on a shared team of non-dedicated Mobilleo travel consultants, trained on Customer policies and procedures, in a BTC at a location of Mobilleo’s choice. The Offline Transaction booking service operation will be provided between standard working hours excluding public holidays.
24.1 All Service Charges will be charged in GBP Sterling.
24.2 The Service Fees are offered under a closed book arrangement and as such will not be broken down into their constituent parts for reconciliation purposes.
24.3 The legal right to Commission will remain with Mobilleo, however all Commission received by Mobilleo will be retained by Mobilleo.
24.4 With each reconciliation statement detailed in Clause 2.3 above, Mobilleo will submit supporting documentation to Customer where reasonably necessary and in detail sufficient for Customer to identify reconciliation differences.
24.5 It is the responsibility of the Customer to ensure that all Customer negotiated fares and rates are made available to Mobilleo It is the responsibility of Mobilleo to ensure that all GDS and non-GDS fares that it has access to and can make available to Customer are also available for bookings.
25. Payment terms
25.1 The Customer's payment terms are that the settlement of all invoices, are made within 30 days of invoice being raised including items notified in writing either by letter, or e-mail as items in dispute, if the customer holds an account with Mobilleo, Customer agrees to pay all invoices by the due date, including those invoices in respect of tickets which have been returned to the supplier for credit. Mobilleo agrees to issue a credit in respect of these returned tickets on receipt from the supplier of the refund
25.2 The Customers payment terms are that the settlement of all invoices, is made immediately for Customers who do not hold account facilities & payment is made by Credit/debit card.
25.3 In the event these payment terms are not met, a charge of 4% above the prevailing base rate of the Bank of England will be charged on the outstanding balance as a cost of funding. Mobilleo will also charge Customer an administration fee if it becomes necessary to enforce collection of the debt. Payments for the supply of foreign currency and traveller cheques are by direct debit, to correspond with Mobilleo payment terms with its foreign exchange supplier which may vary from those specified in this section.
25.4 In the event of any bona fide disputes by Customer the undisputed amounts will be paid within the time limits specified herein and the disputed amounts will be the subject of agreed resolution in a reasonable period of time. In the event that the parties are unable to reach resolution, disputes on billing will be escalated to higher level management within each company for resolution
25.5 It should be noted that suppliers have the right to issue charges to Mobilleo up to two years from the date of booking. The Customer agrees to pay any such charges as are legitimately attributable to the Customer. 25.6 Service Charges are stated in GBP and are exclusive of VAT (as applicable) which you must pay in addition. 25.7 Mobilleo reserves the right to charge £30.00 for each credit and re-invoice as a result of customer entering incorrect information during booking process which you later seek to change. 25.8 Any Invoice queries should be raised on email to email@example.com no less than 7 days from the invoice date.
26. Service Charges
The Service Charges due to Mobilleo for the Services are as follows: 26.1 Core Service Fees In consideration for the provision of the Services by Mobilleo, Customer shall, subject to the terms of this Schedule 2, pay a Transaction Fee per ticket
27. Supplementary Charges
27.1 Other specialist services not included in the Service Fees which may be provided by Mobilleo include, but is not limited to, passport and visa assistance, airport parking, airport meet & greet, credit card reconciliation, additional business management and consulting project work.
27.2 Provision of Mobilleo’s standard online travel portal, is included within the Service Fees. Any Customer specific design and customisation of the shall be charged at a rate as agreed by the Parties.
28. Management Information and data hand-off
28.1 Fees for Management Information reporting are included as part of the Service Fee in Appendix A. 28.2 Additional Service Fees will be charged as per Appendix A, for any hand off of data to third parties required by Customer.
29. Implementation charges
29.1 Any third-party implementation and/or ongoing technology charges attributable to the Customer will be charged on an actual basis.
30. Termination charges
In the event of early termination of this Agreement by Customer, Customer agrees to compensate Mobilleo for all Service Charges and Customer Travel Costs incurred by Mobilleo from such early termination that are wholly and reasonably attributable to Customer as a direct result of such early termination in accordance with Clause 6 of this Agreement. Mobilleo agrees to use all reasonable efforts to mitigate such Service Charges. In the event Customer exercises its right to terminate or if Mobilleo terminates this Agreement pursuant to Clause 6 of this Agreement prior to expiration of the Term, Customer will reimburse to Mobilleo pro rata the un-amortized portion of incentives (i.e., any upfront payments or credits or waivers provided by Mobilleo to Customer or on behalf of Customer). Further, Mobilleo shall be entitled to all performance related payments due under this Agreement up to and including the date upon which such termination takes effect.
31. Pricing Assumptions
The Service Charges set out in this Agreement have been calculated based upon the following assumptions. Where such assumptions are not met the parties shall take such action as is specified and where relevant, shall renegotiate the relevant applicable Service Charges and make any necessary amendments to the same:
31.1 The traveller or travel booker will have obtained all necessary Customer travel policy related authorisations for travel prior to booking and will provide the travel consultant with the necessary references and authorisations at the time of booking. Any changes to Mobilleo ’s involvement in the authorisation process from that as agreed at the Effective Date must be mutually agreed in advance by the Parties.
31.2 Refunds, Amendments, or re-validations (when each measured individually) shall not exceed reasonable levels. If the Refund or amendment ratio increases beyond this level in any consecutive three (3) month period, Mobilleo shall notify Customer and the Parties shall agree appropriate remedial action.
31.3 Customer shall use its best endeavours to ensure that calls are kept to a minimum and that there is a maximum of 2 incoming contacts (email or telephone call) and one outgoing contact (email or telephone call) per Transaction. If calls exceed these levels in any consecutive three (3) month period, Mobilleo shall notify Customer and the Parties shall agree appropriate remedial action.
Schedule 3 Technology Services Arrangements
Mobilleo will provide the technology services detailed in C below on the terms of the Agreement and this Schedule (“Technology Services”).
32. Customer, Customer Affiliates (to the extent applicable), and their respective employees (“Users”) may only use the Technology Services for their own lawful, internal business purposes and in accordance with the terms of the Agreement and this Schedule and any third-party terms and conditions that have been provided or which are made available with the Technology Services. Customer is responsible for: (i) providing and maintaining at its own cost the hardware, browser and other software, network connections and other technical capacity (“Client Technology”), as advised by Mobilleo from time to time, necessary to access and use Technology Services; and (ii) for upgrading or replacing any Customer Technology that the licensor or manufacturer stops supporting (“Obsolete Technology”) on or before the date that support ceases, it being acknowledged by Customer that Mobilleo will not support access to and use of Technology Services using Obsolete Technology, and accordingly, that Technology Services may be unusable in whole or in part if Customer fails to do so.
33. Customer shall, if requested, provide Mobilleo with reasonable co-operation, accurate and timely information, and assistance regarding Mobilleo’s implementation and provision of Technology Services. Unless otherwise agreed in writing, Customer will be responsible for: (i) communication about and deployment of Technology Services within its organisation and amongst permitted Client Affiliates and Users; and (ii) driving the required adoption rates.
34. Customer agrees that it will not and will not attempt to and will procure that Customer Affiliates and Users do not and do not attempt to: 34.1 copy, modify, merge, supplement, reverse engineer, reverse assemble, decompile, disassemble, mirror, frame, distribute, re-sell, publish, transfer, or sublicense the Technology Services or any component of them or information, data or content sourced through them; 34.2 allow or assist any third party to obtain access to and/or use Technology Services; 34.3 access all or any part of the Technology Services in order to build a product or service which competes with the Technology Services; 34.4 use Technology Services to: (i) transmit any files, data or other material that actually or potentially infringes the intellectual property or other rights of any person; (ii) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (iii) interfere with, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which it/they do not have authorization to access or at a level exceeding its/their authorization; or (iv) disseminate or transmit any virus, trojan horse or other malicious, harmful or disabling data, work, code or program.
35. Customer is responsible for ensuring that: (i) all user accounts for Technology Services are approved and authorised before the relevant Users are permitted to access and use the Technology Services; (ii) Users who no longer require access to Technology Services have their access rights rescinded at the earliest opportunity; and (iii) Users keep their log-in and password details confidential and secure at all times and do not disclose them to anyone or allow anyone else to use them.
36. If Customer or any Customer Affiliate(s) or User(s) knows or has reason to suspect that the confidentiality or security of any User log-in or password has been compromised and/or someone is making unauthorised use of Technology Services, Customer must notify Mobilleo immediately in writing, giving full details of the matter.
37. Customer must take, and ensure that Customer Affiliates and Users take, all reasonable steps to avoid introducing anything harmful, such as viruses, into the systems used to provide the Technology Services.
38. Mobilleo may at any time:
38.1 modify and/or upgrade Technology Services (collectively, “Upgrades”) and confirms that Upgrades will not result in a material reduction in functionality. Mobilleo will use its reasonable endeavours to ensure that Upgrades are performed seamlessly, with minimal disruption for Customer and with reasonable prior notice where necessary. Unless otherwise provided for herein, Upgrades are provided without additional charge and are compulsory for Customer; and
38.2 offer Customer additional or new optional technology or functionality (“Optional Technology”). Optional Technology may (in Mobilleo’s discretion) be free or subject to a fee or charge; and
38.3 alter and/or introduce new and/or additional security measures; temporarily limit the availability of Technology Services to any User(s); and do anything else that Mobilleo reasonably believes necessary to preserve the security, efficiency and integrity of the Technology Services and the information held in their databases; and
38.4 suspend or examine the Technology Services in connection with any technical failure, Upgrade or maintenance and shall reinstate the Technology Services as soon as reasonably practicable thereafter; and 38.5 substitute any Technology Service provided that the substitutes are of similar functionality.
39. Optional Technology Which Customer elects to take and compulsory Upgrades will be deemed to form part of the Technology Services for the purposes of this Agreement, and Schedule 2 will be deemed amended (to the extent necessary) to reflect any additional fees or charges.
40. Where any Technology Service is accessed through a mobile device, Customer acknowledges and agrees that access to and use of that Technology Service (in whole or in part) may be dependent upon: (i) the device used to access the Technology Service; (ii) mobile network availability; (iii) the Technology Service being supported by the relevant mobile network; and (iv) location services being enabled. Customer further acknowledges and agrees that location based services accessed through Technology Services are based upon data provided by the organisation whose details are accessed through the Technology Service and are provided within the accuracy limitations of the technology used to provide and receive those services. As such, any location based services are provided as-is and for general guidance only.
41. Customer acknowledges and agrees that the Technology Services are provided and/or accessed over the Internet and/or mobile communication networks which are not secure and confidential methods of communication. Customer, Customer Affiliates and Users therefore transmit and receive content and data over such networks at their own risk. In addition, Mobilleo is not responsible or liable for any delays delivery failures or any other loss or damage resulting from the transfer of content and data over such networks and other networks and communication facilities, and Customer acknowledges and agrees that the Technology Services may be subject to limitations, delays and other problems inherent in the use of such networks and communication facilities.
42. Certain Technology Services use and/or make available information, content, systems and/or technology provided by or sourced from third parties (including airlines, GDS’s, rail operators and hotels). Mobilleo uses and/or makes available the same as-is and excludes liability for errors and inaccuracies in and non-availability of such information, content, systems, or technology.
43. Mobilleo may sub-contract the Technology Service(s) in whole or in part (and sub-license and utilise Customer Property as necessary for such sub-contracting) on the basis that Mobilleo remains liable (subject to the other terms of the Agreement) to Customer for the performance of its obligations under this Schedule.
44. Customer is responsible and liable for using and ensuring that Customer Affiliates and Users use the Technology Services in accordance with, and otherwise meet the requirements of, this Schedule and the Agreement and for all use and misuse of Technology Services (including unauthorised transactions and fraud, whether as a consequence of Users failing to keep their log-in and password details confidential and secure or otherwise) by Customer Affiliates and Users and those operating through user accounts allocated to Customer, Customer Affiliates or Users. Mobilleo may suspend the Technology Services if Customer or any Customer Affiliate or User is using or accessing or allowing use of or access to the Technology Services in breach of this Agreement.
45. Customer shall indemnify and hold Mobilleo harmless from and against any and all claims brought against Mobilleo by: (i) any third party as a consequence of any unauthorised use or the misuse of any Technology Services by Customer, Customer Affiliates and/or Users and those operating through user accounts allocated to Customer, Customer Affiliates or Users; and (ii) Customer Affiliates and/or Users in relation to Technology Services except where and to the extent that such claims relate to a failure by Mobilleo to comply with obligations imposed upon Mobilleo by law regarding Users.
Schedule 4 – General Permission of Travel
46. It is the customer & traveller’s sole responsibility to ensure that they have the correct & appropriate documentation obtained to enter and where necessary work in a foreign country before travelling to that country. This may include passports with appropriate validity and a visa of the correct type and validity. Mobilleo excludes all financial and/or other liability arising from any failure to obtain and carry appropriate documentation. Please note that in some foreign countries a criminal conviction can prevent entry.
47. For the avoidance of doubt any advice or information provided by Mobilleo with regard to, the required documentation and conditions to gain entry to a country is provided without warranty or any guarantee of accuracy.
48. It is the customer & traveller’s sole responsibility to research and obtain required or recommended medical vaccinations for any country to which that person intends to travel. Mobilleo excludes all financial and/or other liability arising from any failure to research and obtain appropriate medical vaccinations.
49. For the avoidance of doubt, advice or information provided by Mobilleo about required or recommended medical vaccinations for a country is provided without warranty or any guarantee of accuracy, if conflicting bookings are made, Mobilleo is not liable to offer a refund.
50. For the avoidance of doubt it is the traveller’s responsibility where necessary to check-in online prior to arrival at airport therefore avoiding any additional charges that may occur, Mobilleo will not be held responsible for these charges.
51. For the avoidance of doubt it is the traveller’s responsibility to book or advise Mobilleo of correct name as per passport, any charges occurred by incorrect names booked by traveller or advised by traveller will be passed on to traveller.
52. Overseas Rentals
Mobilleo’s acceptance of a reservation and/or payment in respect of an international (non-UK) rental is made strictly on behalf of the non-UK hire company in the relevant country and will not create a contractual relationship between the customer and Mobilleo in respect of that international rental. The contract in respect of any international rental will exist between the customer and the non-UK hire company in the relevant county. The terms and conditions of any international rental for the entire rental period of hire will therefore be determined by that non-UK hire company and the customer will be responsible directly to that non-UK company for any costs or claims arising out of the international rental. Any obligations owed to the customer under the terms of an international rental agreement will be owed by the non-UK hire company with which the customer has contracted and not by Mobilleo. Mobilleo will not accept any legal liability in connection with the customers international rental or in respect of any matters or claims arising out of the customers possession or use of any vehicle hired from a non-UK hire Company.