This Agreement is an electronic contract deemed executed at Gurgaon (Haryana) under the provisions of the Information Technology Act of 2000 and rules made thereunder by and between YATRA ONLINE PRIVATE LIMITED, a Company incorporated under the Companies Act, 1956 in India and having its corporate office at Gulf Adiba, 4th Floor, Plot No. 272, Phase II, Sector 20, Gurugram - 122008 (hereinafter referred to as "Yatra", which expression shall, unless repugnant to the context or meaning thereof include its successors and permitted assigns) AND The "Client" (that is, the user/entity/person/business opting for corporate services of Yatra electronically).
Yatra and Client shall be hereinafter collectively referred to as “Parties” and individually as "Party"
WHEREAS Yatra is inter-alia engaged in the business of provision of tour and travel related services. WHEREAS the Client is desirous of engaging Yatra for availing Yatra’s services in accordance with the terms and conditions stipulated under this Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:
- This Agreement shall come in to force as of the date of acceptance of this Agreement by both Parties electronically ("Effective Date") and shall be valid until any of party wants to terminate after giving prior notice
- SCOPE OF WORK
- Yatra shall provide such services like airline, hotel, taxi, bus etc bookings as may be selected for by the Client via the online interface provided by Yatra (hereinafter referred to as the "Services"), in accordance with the terms and conditions of this Agreement.
- Client shall be provided with necessary login credentials and password to the online interface for accessing corporate Services under this Agreement. It shall be the sole responsibility of the Client and its employees, agents and officials to maintain the confidentiality of the online login credentials.
- Client agrees Yatra is merely acting as an intermediary and an aggregator and is not the actual supplier/service provider of services like hotels and airlines. Client agrees to receive Services on an ‘as-is’ basis, except for any specific representations and warranties agreed by Yatra under this Agreement.
- While this Agreement is intended to govern the inter-se relationship between the Parties, the Client acknowledges each supplier/service provider shall have its own sets of terms and conditions governing the booking of every travel service (for instance, every airline shall have its own terms and conditions of travel and air ticket booking, and every hotel shall have its own house rules).
- TRANSACTION FEE AND PAYMENT TERMS
- In consideration of the Services, Client shall be liable to pay all fee and charges, including cancellation charges wherever applicable (hereinafter collectively referred to as "Transaction Fee") to Yatra as specified electronically.
- In addition to the Transaction Fee, Client shall be liable to pay the actual booking amount levied by Yatra’s third party service providers.
- Invoices shall be raised by Yatra and the payment shall be duly released by the Client as per the payment terms as specified electronically.
- In the event that the Client fails to make the payment in accordance with the terms as specified electronically, Yatra shall be entitled to withdraw all discounts offered under this Agreement, refuse/ suspend the provision of Services and levy an interest on the amount unpaid by the Client at the rate of 24% per annum, payable from the due date of payment till the date of actual payment.
- REPRESENTATIONS AND WARRANTIES
- Each of the Parties represents and warrants to the other Party that:
a) it is duly incorporated and validly existing under the laws of the state or country of its incorporation, and has the full power and authority to conduct its business as well as to execute this Agreement and perform its obligations hereunder;
b) it has taken all necessary measures to authorize and approve the execution of this Agreement, and its execution or performance of this Agreement is not in violation of any requirements of law or other provisions that are applicable to or binding upon it;
c) this Agreement constitutes legal, valid, binding and enforceable obligations of it; and d) It will obtain, hold and maintain all filings, licenses, permits and consents as may be required pursuant to any Requirements of Law or other provisions in order for it to conduct its business and perform its obligations under this Agreement.
- COVENANTS OF THE CLIENT
- The Client shall designate Yatra as its preferred travel service provider in all its relevant communications.
- The Client shall recommend Yatra’s comprehensive travel solutions to all its employees.
- The Client shall consider technological upgrades made available by or through Yatra. Further, the Client acknowledges that such upgrades may involve additional costs; provided that any revised costs shall be levied only on mutual consent of the Parties to this effect in writing.
- The contents of this Agreement and all Confidential Information shall be kept confidential at all times and shall not be disclosed by the either Party to any person.
- For the purpose of this Agreement, “Confidential Information” shall mean and include any information about any Party’s business activities, including all business, financial, technical, rates, fees and any other information which is confidential in nature and disclosure of which to any third party may have adverse effect on the business of the said Party.
- Notwithstanding Clause VI. 1, either of the Parties shall be entitled to disclose the contents of this Agreement and any Confidential Information in the following events:
a) any information required to be disclosed by either of the Parties under or pursuant to any law, order, decree, judgment, award, etc. of any court, tribunal, board, government, statutory authority, etc.
b) any information disclosed to the legal or financial advisors, consultants, or such other persons to whom either of the Parties is duty bound to disclose such information.
c) any publicly available information;
- Either of the Parties (“Indemnifying Party”) shall indemnify, defend and hold harmless the other Party and its affiliates, and their employees, directors, officers, agents and contractors (collectively the “Indemnified Party”) against and from any losses, claims, costs, proceedings or investigations directly arising out of this Agreement and suffered by the Indemnified Party, including without limitation, attorney fees, amount paid in settlement of claims, proceedings or investigations, incurred or borne in case of negligence or willful misconduct of the Indemnifying Party.
- LIMITATION OF LIABILITY
- In no event and under no circumstances shall either Party be liable for any indirect, incidental, consequential or special damages, including without limitation, loss of revenue or loss of profit, or for any reason whatsoever arising under this Agreement.
- Notwithstanding anything to the contrary contained under this Agreement, Yatra shall not be responsible or liable for any act errors, omissions, delay, missed connections, accident, losses, injuries, death, property damages or any indirect or consequential damages resulting therefrom, which may be the result of action, inaction, negligence, default or insolvency of any hotel, airline, car supplier or any other third party goods or services’ supplier. Yatra does not give any representation or warranty with respect to any aspect of any third party suppliers’ services. In the event of suppliers’ default with respect to all or any part of such suppliers’ services, the Client’s sole recourse shall be with such suppliers’, and shall be subject to said suppliers’ own terms and conditions.
- Client shall not be liable for any third party URLs or links that may be found on the online interface provided by Yatra, and the Client acknowledges that it may access the same on its own liability and risk.
- In any or all events, Yatra’s absolute aggregate liability under or in any way related to this Agreement shall be limited to the particular Transaction Fee paid by the Client to Yatra with respect to the transaction from which such liability arises.
- Either of the Parties shall be entitled to terminate the Agreement, without assigning any reason thereof, by serving a 30 days’ prior written notice to the other Party.
- In the event that either of the Parties breaches any of the term or conditions of this Agreement, the other Party shall provide a written notice of the breaching Party indicating the nature of such breach, with reference to the applicable provisions of this Agreement. If such breach is not cured within fifteen (15) days of the date of such written notice, the other Party shall be entitled to forthwith terminate this Agreement by serving a written intimation to the breaching Party.
- Either of the Parties shall be entitled to forthwith terminate the Agreement, by serving a written intimation to the other Party, in case the other Party enters into liquidation, either voluntary or compulsory, or become Insolvent, or enter into composition or corporate reorganization proceedings or if execution is levied on any goods and effects of the other Party or the other Party enters into receivership or Bankruptcy.
- Expiration or termination of this Agreement shall not exonerate either of the Parties from obligations accrued on it prior to such termination or expiration.
- Neither of the Parties shall be entitled to assign its rights and obligations, unless otherwise expressly stipulated under this Agreement, without the prior written consent of the other Party.
- Notwithstanding the aforesaid, Yatra shall be entitled to assign its rights and obligations under the Agreement to its subsidiaries, affiliates, holding companies and companies under common control (hereinafter “Group Companies”). Client acknowledges and accepts that in the event the Services are provided by any of the Group Companies of Yatra, as per the provisions of this Agreement, invoices shall be raised on the Client by such Group Company and Client shall be liable to honour such invoices.
- It is acknowledged and agreed between the Parties that, on Client’s request, if the Services are extended by Yatra to the Group Companies of the Client, the accounting treatment of all such Group Companies shall be separate and individual; however, the ultimate payment liability shall be that of the Client and such respective Group Companies jointly and severally.
- GOVERNING LAW AND JURISDICTION
- This Agreement shall be governed by and construed in accordance with the laws of India.
- All disputes between the Parties, arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of courts at Gurgaon (Haryana), India.
- GENERAL PROVISIONS
- Entire Agreement: This Agreement, together with the Schedules attached hereto, constitutes the entire agreement and understanding between the Parties relating to the subject matter hereof and supersedes all other agreements, oral or written, made between the Parties with respect to such subject matter.
- Amendments and Modifications: This Agreement can be amended or modified, on the mutual consent of the Parties, through a written instrument executed by the authorized representatives of both the Parties.
- Severability:If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction or any applicable foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
- Notices:Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered by official email, and shall be deemed to be received within 01 day of the ‘sent’ date.
- Grievance Officer:Yatra has nominated the following person with the following contact coordinates as the grievance officer under the requisite Rules of the Information Technology Act.