1.1. In this Agreement, unless the context expressly provides otherwise, the following definitions shall apply:
1.2. In this Agreement, a reference to a person includes a reference to a body corporate, unincorporated association, incorporated association, that person’s legal representatives, partnership, successors and permitted assigns, government authority and competent authority.
1.3. A reference to a statute, regulation, or other document of authority must be construed as a reference to a statute, regulation, or document of authority, as the case requires, in effect on the date on which the Agreement is made and which may be updated from time to time.
1.4. Words in the singular number include the plural and vice versa.
1.5. Words importing a gender include every other gender.
1.6. The words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as any preceding words where a wider construction is possible.
1.7. Headings to the clauses and sub-clauses in this Agreement are for reference purposes only and shall not affect their interpretation.
2.1. Airport Agents assigned to perform any part of the Services shall observe and comply with all relevant security procedures, rules, regulations, policies, regulatory obligations as applicable.
2.2. Trackbridge shall ensure that appropriate background reference checks are completed for Airport Agents. Airport Agents shall have the necessary skill and shall have acquired the necessary orientation, training and background checks to professionally carry out the Services.
3.1. In consideration of Trackbridge providing the Services, the Client agrees to pay to Trackbridge the Charges. For the avoidance of doubt, the Client agrees to pay for any additional services, modifications and cancellation of the Services requested by the passenger prior to or during the Booking.
3.2. In addition to the Charges payable under Clause 3.1, there will be additional charges for public holidays and late booking. These charges vary by destination and are notified to the Client from time to time.
3.3. Trackbridge reserves the right to increase its rates and/or charges at any time. You will be given at least seven (7) days advanced notice of any increases.
3.4. Trackbridge will charge a booking fee to process all bookings.
3.5. All charges shall be invoiced and are payable in accordance with clause 10
4.1. Trackbridge represents and warrants as follows;
4.1.1. Trackbridge has the requisite and corporate power and authority to enter into this Agreement.
4.1.2. Trackbridge will provide and complete the Services diligently, in a competent and professional manner, using an adequate number of qualified personnel and in accordance with all other requirements and timeframes set out in this Agreement.
4.1.3. Trackbridge is an independent contractor and, as between the Parties, Airport Agents are the responsibility of Trackbridge . No Airport Agent is entitled personally to any compensation from the Client and no payment of any Charges should be made to an Airport Agent.
4.1.4. To the extent the performance of its obligations entails, the access to, or use of, Client’s personal data by Trackbridge will comply with DP Law.
5.1. Requests for bookings will be accepted by Trackbridge via its online booking portal at: https://travibble.com or by contacting the Reservation Team on firstname.lastname@example.org
5.2. Bookings can be requested up to eleven (11) months ahead of the Services taking place. However, prices can only be guaranteed upon confirmation of the Booking.
5.3. The Client should provide all the relevant passenger details required for booking, including destination, flight number, service required and contact details.
5.4. Bookings will be confirmed by Trackbridge either automatically by Trackbridge ’s booking portal or via email and with a booking reference, within 48 hours of receipt of the booking request, unless the booking is an emergency booking. Where the service is to take place in less than 48 hours, a booking confirmation will (if the booking is accepted) be provided as soon as is reasonably possible for the required destination.
5.5. The Client shall procure that each passenger using the Service is aware of and accepts Trackbridge ’s Terms and Conditions, available here: https://travibble.com/terms-of-services
5.6. Trackbridge may subcontract the provision of all or part of the Services to third parties. Trackbridge shall remain responsible for the provision of the Services.
6.1. Cancellation and modification of Services may incur charges. These charges vary, are subject to change and are set out in Schedule A. Trackbridge shall accept the instructions of the passenger in respect of a cancellation or modification of any Services.
6.2. For Departure services only, where the flight delay or disruption was not announced prior to the passenger(s) arriving at the airport, Trackbridge ’s Airport Agents shall remain on duty for a maximum of three (3) hours to assist with departure service, unless additional assistance is requested and Trackbridge agrees to provide this.
6.3. A Booking will relate to only one departure, one arrival or one transit, in each case whether there is one passenger or a group of passengers. Each Booking shall be considered a separate booking and shall be treated as such for no-shows and cancellation purposes.
6.4. Where a passenger fails to show for a meet that has not been cancelled in accordance with this Agreement, the full charges shall be payable.
7.1. If you are not satisfied with the Service that has been delivered, please tell us and this will be investigated.
8.1. Should conditions at a given airport change and Services be varied or restricted from the Services outlined in Schedule A, Trackbridge shall inform the Client either at the time of booking or at confirmation, or if the Booking has been confirmed, within a reasonable time of the suspension or modification being communicated to Trackbridge .
9.1. Airport Agents shall be dressed in uniform, displaying the name or identification of Trackbridge or its subcontractor.
9.2. Airport Agents will hold an electronic or physical sign with the lead passenger’s name clearly visible.
9.3. Courtesy and confidentiality will always be displayed to passengers.
10.1. Trackbridge shall invoice the Client once the Services have taken place for the full charges arising from the provision of Services, including any additional services requested by the passenger during the Services. The Client shall be liable to pay such charges in full, irrespective of whether it has sought or obtained repayment for all or any part of the charges from the passenger.
10.2. All invoices shall bear the booking reference numbers as provided by Trackbridge on the booking confirmation email and any subsequent emails amending the service.
10.3. All amounts payable by Client under the Agreement are exclusive of Value Added Tax (VAT), Goods & Services Tax (GST) (or similar taxes in any other jurisdiction) from time to time. Taxes (including VAT & GST) due are determined by tax authorities in the relevant jurisdictions (including HMRC in the UK, GST in India). Where taxes fall due these shall be added to the Client’s invoice. Where any taxable supply for VAT / GST purposes is made under the contract by Trackbridge to the Client, the Client shall (on receipt of a valid VAT / GST invoice) pay to Trackbridge such VAT / GST as is chargeable on the supply of services.
10.4. Payment is due no more than thirty (30) days from the date of the invoice.
10.5. Any statements sent are for record-keeping purposes only.
10.6. All invoice queries should be sent to Credit Control at email@example.com within five (5) working days of the date of the invoice and will be acknowledged within twenty-four (24) hours (where possible) and investigated accordingly.
10.7. The Parties agree that the provisions of the Late Payment of Commercial Debts (Interest) Act 1998 shall apply to this Agreement.
10.8. Invoices shall be paid by the Client to Trackbridge in the same currency as stated in the invoice and by bank transfer unless otherwise agreed.
11.1. Where the Client is entitled to a commission on bookings made, the agreed commission will be calculated on the core meet and assist service only and not on additional services.
11.2. The Client shall invoice Trackbridge , for its claim for commission, no later than 5pm on the 4th of the following month.
11.3. Commission invoices for the preceding month, arriving later than 5pm will be paid on the next payment cycle.
11.4. All commission invoices must be addressed to Trackbridge .com and clearly state;
11.4.1. The company’s full trading name and address,
11.4.2. The company’s registration and/or VAT / GST number (if applicable),
11.4.3. The booking reference numbers as provided by Trackbridge on the confirmation email and any subsequent emails amending the service.
11.4.4. The date of invoice and
11.4.5. Your invoice number.
11.5. Invoices should be sent as soon as possible as invoices for services that took place more than six (6) months ago will not be honoured.
11.6. All invoices shall be sent via e-mail to: firstname.lastname@example.org
11.7. Any queries shall be raised by Trackbridge within fine (5) working days and shall be acknowledged within twenty-four (24) hours and investigated accordingly.
11.8. Once approved, Trackbridge shall pay the commission invoice no later than forty-five (45) working days from the date of the commission invoice, provided any queries have been rectified.
11.9. Trackbridge may set off any sums due to the Client whether under this contract or otherwise any lawful set off or counterclaim
11.10. Settlement of invoices by Trackbridge to the Client shall be affected by bank transfer unless otherwise agreed.
11.11. Where the Client pays a volume-based retainer payment in advance, all payments should be made within thirty (30) days of the date on the pro-forma invoice and at least five (5) before the first Services are booked.
11.12. Payment in advance arrangements will be agreed for a specific time that will be specified in writing between the Parties. Any unutilized/outstanding amounts remaining to the Client’s credit at the end of the agreed and specified period of time will not be refunded or rolled over without both Parties prior written agreement.
12.1. Either party may terminate this Agreement immediately upon thirty (30) days written notice to the other party for any reason. Any Bookings made for the provision of Services after the date of termination may, at the request of the party terminating the Agreement, either be cancelled or continue to be provided. If provided, the terms of this Agreement shall continue to apply to such Services, including in respect of payment.
12.2. The rights and remedies provided for in this section are not exclusive and are in addition to any other rights and remedies provided by law or this Agreement.
12.3. Upon termination or expiration of this Agreement:
12.3.1. Each Party shall immediately stop using any Materials or other content provided by the other Party;
12.3.2. Both Parties shall immediately remove any of the other Party’s trademarks or intellectual property from any creative produced and cease any use of all Party’s marks;
12.3.3. Each party shall bear their own costs upon termination of this Agreement.
13.1. Subject to the terms and conditions set forth in this Agreement, each party shall grant to the other a worldwide, royalty-free, non-exclusive license, during the Term, to use, reproduce, publicly display, perform, broadcast, publish and distribute the name, trademarks, logos, artwork and other content (collectively, “Materials”) furnished by the other party to use relating to the promotion of the Services.
13.2. Neither party may publicly display, perform, broadcast, publish or distribute the Materials of the other party (or any works containing or derivative of the Materials of the other party) without first obtaining prior written approval from the other. Each party will use best efforts to reply to any such request within three (3) business days, but failure to respond within such period shall not be deemed as approval. Each party shall comply with any branding or trademark guidelines provided by the other in any use of licensed Materials.
14.1. Subject to clause 14.2, neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from a Force Majeure Event. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed, provided that if the period of delay or non-performance continues for more than 28 days, the Party not affected may terminate this Agreement by giving thirty (30) days’ written notice to the Party that is affected.
14.2. If a Force Majeure Event occurs, the Party that is affected shall use all reasonable endeavours to mitigate the effect of the Force Majeure Event and to carry out its obligations under this Agreement in any way that is reasonably practicable.
15.1. Both Parties shall observe and comply with all applicable DP Law and the terms and conditions set out in Appendix I.
16.1 The Client hereby indemnifies Trackbridge in respect of all and any liabilities (including losses, costs, damages, claims and expenses) relating to VAT / GST (or similar taxes) due in respect of the Services provided under this Agreement, whichever jurisdiction such taxes may arise in.
16.2 Nothing in this Agreement shall exclude or limit either Party’s liability for death or personal injury arising as a result of its negligence or fraud or for any liability that cannot be excluded by applicable law.
16.3 Subject to clause 16.2, Trackbridge shall under no circumstances whatsoever be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement.
16.4 Subject to clauses 16.1 and 16.2 neither Party’s aggregate total liability to the other Party in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall exceed 150% of the total Charges payable to Trackbridge under this Agreement or INR 200,000 whichever is the greater.
17.1. Each Party undertakes that it shall not at any time during this Agreement and for a period of five years after termination or expiry disclose to any person the terms of this Agreement and any Confidential Information, except as permitted by clause 17.2.
17.2. Each Party may disclose the other Party’s Confidential Information:
17.2.1. to its employees, agents or suppliers for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that the recipients of Confidential Information are made aware of and comply with the obligations of confidentiality under this Agreement as if they were a party to this Agreement; and,
17.2.2. as may be required by law, court order or any governmental or regulatory authority.
17.3. A Party shall not use the other Party’s Confidential Information for any purpose other than to perform its obligations under this Agreement.
17.4. A Party shall not make public or disclose to any person information concerning the existence of, the transactions referred to in or the nature or subject matter of this Agreement (other than to the extent required by law), without the prior written consent of the other Party which consent shall not be withheld unreasonably.
18.1. The Client acknowledges and agrees that Trackbridge will not tolerate bribery in any form in the conduct of its business.
18.1.1. The Client shall comply with all provisions of the Bribery Act 2010 (including any related regulations or guidance) and Trackbridge ’s anti-bribery policies as provided by Trackbridge ’s to the Client from time to time, as updated by Trackbridge ; and
18.1.2. The Client shall impose on any person associated with the Client who is working in connection with this Agreement terms equivalent to those in this clause 18 and be responsible for the compliance by such persons with such terms and be directly liable to Trackbridge for any breach by such persons of such terms.
18.1.3. A breach by the Client of this shall be deemed a material breach of this Agreement.
19.1. This Agreement represents the entire Agreement between the Parties and supersedes all prior representations, contracts, statements and understandings, whether oral or in writing, relating to the subject matter of this Agreement.
19.2. The Client acknowledges that it has entered into this Agreement in reliance only on the representations, warranties, promises and terms contained in this Agreement and, save as expressly set out in this Agreement, Trackbridge shall have no liability in respect of any other representation, warranty or promise made prior to the date of this Agreement unless it was made fraudulently.
20.1. Notwithstanding that the whole or any part of any provision of this Agreement may prove to be illegal or unenforceable, the other provisions of this Agreement and/or the remainder of the provision in question shall remain in full force and effect.
21.1. No purported variation of this Agreement shall be valid unless it is in writing (which for this purpose does not include email) and signed by the Parties.
21.2. Unless expressly provided in this Agreement, a person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
21.3. Nothing in this Agreement shall be deemed to create or constitute a partnership, agency relationship, or joint venture between the Parties. Neither Party shall act or describe itself as the representative of the other (except where expressly authorised), nor shall it make or represent that it has authority to make any commitments on the other’s behalf.
21.4. This Agreement may be executed in more than one counterpart with the same effect as if the Parties to this Agreement had all executed one document
22.1. Any notice required by either party under this Agreement shall be deemed properly given if addressed to the contact and address as set out in page 1 of this Agreement.
23.1. This Agreement and other non-contractual obligations shall be governed by, and be construed in accordance with, English law and the parties agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement