This Service Agreement (hereinafter referred to as “Agreement”) is the definitive agreement between Yuva Trip Private Limited., a company incorporated under the Companies Act, 1956 and having its Registered office at 9/13, Geeta Colony, Delhi-110031 & Corporate Office at 2nd Floor, Plot No. 57, Vijay Block, Vikas Marg, Laxmi Nagar, Delhi-110092 INDIA (hereinafter referred to as “Yuva Trip”); and the “Agent” subscribing electronically to this service with his/its details captured separately.
(Yuva Trip and the Agent are hereinafter individually called “Party” and collectively, “the Parties”)
Yuva Trip is the owner of the websites yuvatrip.com, b2bfare.com (hereinafter referred to as “the Website”), and engaged in the business of providing ticketing, hotel bookings, travel insurance, car rentals, tours, packages and other travel and hospitality goods and services to travel agents;
The Agent is engaged in the business of providing travel services to its customers including ticketing, hotel bookings, travel insurance, car rentals, tours, packages and other alike services intends to avail the various facilities offered by Yuva Trip Pvt. Ltd through the Website for carrying out its business operations; and
NOW, THEREFORE, in consideration of the payments and other covenants, obligations and representations contained herein, the sufficiency whereof is hereby acknowledged, the Parties agree as follows:
In this Agreement, unless otherwise provided or if the subject or context otherwise requires:
- (a) Words denoting the singular include the plural and vice versa, and words denoting the whole include a reference to any part thereof.
- (b) Clause and Paragraph headings are inserted for ease of reference only and shall not affect the interpretation of this Agreement.
- (c) References to this Agreement or any document or agreement include references to such document or agreement as amended, novated, supplemented, varied or replaced from time to time.
- (d) The words "including", "include" and "in particular" shall be construed as being by way of illustration only and shall not be construed as limiting the generality of any preceding words.
2. Obligations of the Parties
2.1 Obligations of the Agent:
- 2.1.1 Yuva Trip grants to the Agent a limited, non-transferable right to use the Website in accordance with the terms and conditions of this Agreement. The Agent shall use the Yuva Trip Website to make legitimate reservations or purchases and shall not use the Website for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand.
- 2.1.2 The Agent agrees that the Website and the content provided on the Website, including the text, graphics, button icons, audio and video clips, digital downloads, data compilations and software, may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the prior written permission of Yuva Trip, and/or its third party providers and distributors, except that the Agent may download, display and print the materials presented on the Website for business and commercial use only.
- (i) Yuva Trip grants to the Agent a limited, non-transferable right to use the Website in accordance with the terms and conditions of this Agreement. The Agent shall use the Yuva Trip Website to make legitimate reservations or purchases and shall not use the Website for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand.
- (ii) Yuva Trip grants to the Agent a limited, non-transferable right to use the Website in accordance with the terms and conditions of this Agreement. The Agent shall use the Yuva Trip Website to make legitimate reservations or purchases and shall not use the Website for any other purposes, including without limitation, to make any speculative, false or fraudulent reservation or any reservation in anticipation of demand.
2.1.4 Without prejudice to the foregoing core method of making bookings by utilizing the license to access the Website through the login and password, the Agents may from time to time, at Yuva Trip’s discretional written permission, make bookings by:
- 220.127.116.11 Either sending an offline request for ticketing through email/phone to Yuva Trip, with the tickets booked through this mode being reflected/uploaded on to the Website only once ticketing is complete.
- 18.104.22.168 Accessing Yuva Trip’s account through sub-logins, with such tickets may never get posted/displayed/uploaded on the Website. Accordingly, it is expressly agreed that the Agent shall be fully liable for payments for the ticketing booked through these non-core methods as well.
- 2.1.5 The Agent shall not use the services provided by Yuva Trip through the Website for any purpose that is unlawful or prohibited.
- 2.1.6 The Agent shall inform Yuva Trip immediately by telephone and additionally confirm in writing any matters coming to its knowledge which indicate a suspected problem (including incorrect pricing) with or misuse of the Yuva Trip automated electronic booking system by any person.
- 2.1.6 The Agent shall use the services provided by Yuva Trip at the prices advertised by Yuva Trip on the Website (the latest price advised being applicable) provided that the Agent shall be entitled to offer discounts and incentive schemes to its customers at its sole cost and responsibility without affecting its liability to account to Yuva Trip in accordance with this Agreement.
- 2.1.7 The contents of the Website (including information, communications, images and sounds contained on or available through Yuva Trip.com) are provided by Yuva Trip, its affiliates, independent content providers and third parties. The contents of the Website are copyright © Yuva Trip, its affiliates, independent content providers or third parties and cannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic, mechanical photocopying or recording without the prior written permission of Yuva Trip
- 2.1.8 The Agent acknowledges that Yuva Trip has not reviewed and does not endorse the content of all sites linked to from the Website and is not responsible for the content or actions of any other sites linked to from the Website. The Agent’s linking to any service or site shall be at its sole risk.
- 2.1.9 Agent shall be responsible for dispatch of the tickets, vouchers, etc. directly to its customers accompanied with the required delivery challans and all other relevant documents as required under the applicable statutory and governmental regulations. Any improper travel documentation, the issuing agent will be responsible to bear the deputation charges.
- 2.1.10 Agent shall make delivery of tickets/vouchers & other required documents and collect the requisite details and payment from customers.
- 2.1.11 Agent and/or its Partner shall have no authority to bind Yuva Trip to any third party commitments of any nature and Agent shall not hold out as an authorized representative of Yuva Trip in any manner whatsoever to any third party.
2.2 Obligations of Yuva Trip Private Limited
- 2.2.1 Yuva Trip and its affiliates undertake not to disclose or divulge the Agent’s personal information to any third party.
- 2.2.2 Yuva Trip shall use all reasonable endeavors to check the accuracy of the Information published on Website.
- 2.2.3 Yuva Trip shall provide a login and password to Agent, which will allow the Agent a limited access to Website. The access to the website is limited in nature, and Yuva Trip will not provide any payment gateways to the Agent and the Agent shall collect payments directly from its own customers.
3. Terms of Payment
3.1 The fees and payment for Yuva Trip’s Services shall be as specified in Schedule “A” for advance-agents, and shall be as specified in Schedule B for credit-agents.
3.2 The Agent shall also make payment of voiding charges at the rate of Rs. 200 per ticket and refund tickets at the rate of Rs. 200 per ticket (international airline) and Rs.100 and per ticket (domestic airline) plus penalty if any charged by the concerned airlines (i.e. no show, advance purchase violation, class abuse, ticketing time limit etc). These charges will be deducted from the Agent’s ledger balance as and when they occur. However, Yuva Trip reserves the right to amend the rates and schedules thereto from time to time through written communication including electronic mode.
3.3 The refund credit will be given back to the Agent after receipt thereof by Yuva Trip from the Airline/Hotel/Supplier
3.4 Non-payment/delayed payment will be considered as the breach of the obligations of the Agent, and shall further attract a late payment interest at the rate of 18% per annum. Provided that, Yuva Trip’s receipt of the late interest amount shall not be deemed to be any waiver of the primary breach
3.5 Any voidation of ticket will be entertained only till 2000 Hrs.
3.6 Fare rules would be as per airline
- Yuva Trip shall be entitled to deduct tax from all commissions/ incentives payable to the Agent and applicable TDS certificate(s) will be issued in accordance with applicable legal provisions.
5. Representations and Warranties
- 5.1 Yuva Trip does not warrant nor makes any representations regarding the accuracy or completeness of any data or information contained on the Website. Yuva Trip disclaims any liability, responsibility or any other claim, whatsoever, in respect of any loss, whether direct or consequential, to any person, arising out of or from the use of the information contained in the Website.
- 5.2 Although Yuva Trip makes every effort to ensure that the description and content on each page of the Website is correct, it does not, however, take responsibility for any changes occurred due to human, data entry errors or for any loss or damages suffered by any person due to any information contained herein.
Also, Yuva Trip does not own or operate airlines and other suppliers and cannot therefore control or prevent changes in the published descriptions.
5.3 The Agent represents and warrants that:
- 5.3.1 It has full power and authority to enter into this Agreement as at the date of execution of this Agreement.
- 5.3.2 It is not aware of any charges, actions, suits, and proceedings etc, actual or threatened, which would restrict or prohibit him from performing any of your obligations under this Agreement.
- 5.3.3 There are no current, pending or threatened actions or proceedings before any court, arbitrator, administrative tribunal or government authority which might materially and adversely affect its business, assets or conditions (financial or otherwise) or operations or the ability to perform obligations under this Agreement.
6.1 The Agent agrees and undertakes to protect, defend, indemnify and hold harmless Yuva Trip its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including reasonable legal fees and disbursements in connection therewith and interest chargeable thereon) arising from or relating to:
- 6.1.1 Any breach of any statute, regulation, direction, orders or standards from any governmental body, agency, or regulator.
- 6.1.2 Any breach of the terms and conditions in this Agreement by the Agent or its employees, officers, directors, agents or representatives.
- 6.1.3 Any claim of any infringement of any intellectual property right or any other right of any third party or of law.
- 6.1.4 Any claim made by any third party/user arising out of the use of the services and/or arising in connections with services offered by the Agent under this Agreement.
6.2 The Agent also agrees to indemnify, defend and hold harmless Yuva Trip and/or its affiliates, partner websites and their respective lawful successors and assigns from and against any and all losses, liabilities, claims, damages, costs and expenses asserted against or incurred by the Yuva Trip and/or its affiliates, partner websites and their respective lawful successors and assigns that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Agent pursuant to this Agreement.
- 7.1 The Agent acknowledges that Yuva Trip acts only as a website provider and therefore it has no liability whatsoever for any aspect of the arrangements between the Agent and the customer as regard to the services provided by the Agent. In no circumstances shall Yuva Trip be liable for any activities/ services provided by the Agent.
- 7.2 The Website may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Yuva Trip and it is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Yuva Trip is not responsible for any form of transmission, whatsoever, received from any Linked Site. Yuva Trip is providing these links to the Agent only as a convenience, and the inclusion of any link does not imply endorsement by Yuva Trip of the site or any association with its operators or owners including the legal heirs or assigns thereof.
- 7.3 Yuva Trip does not accept responsibility for any defects that may exist or for any costs, loss of profits, loss of data or consequential losses arising from the Agent’s use of, or inability to use or access or a failure, suspension or withdrawal of all or part of the service at any time. The Agent acknowledges that Yuva Trip has no control over and Yuva Trip excludes all liability for any material on the World Wide Web, which can be accessed by using the Website.
- 7.4 Yuva Trip.com shall not be liable to the Agent or any other party claiming for the Agent by virtue of termination of this Agreement for any reason whatsoever for any claim for loss or profit or on account for any expenditure, investment, leases, capital improvements or any other commitments made by the Agent or any other party in connection with their business made in reliance upon or by virtue of this Agreement.
8. Term and Termination of Contract
- 8.1 This Agreement shall enter into effect on and from the date first mentioned hereinabove and shall continue to be in operation unless otherwise terminated by either Party in accordance with the provisions of this Agreement.
- 8.2 Either Party may terminate this Agreement with immediate effect by giving a notice to the other Party.
- 8.3 Yuva Trip may also terminate this Agreement and/or discontinue provision of any of the services at any time for any reason, including any improper use of the Website or the Agent’s failure to comply with the terms and conditions of this Agreement. Such termination shall not affect any right to relief to which Yuva Trip and its third party providers and distributors may be entitled, at law or in equity. Upon termination of this Agreement and these terms and conditions, all rights granted to the Agent will terminate and revert to Yuva Trip and its third party providers or distributors, as applicable.
- 8.4 The Agent agrees and understands that in case of breach of clause 3: Term of Payment, Yuva Trip reserves rights to cancel all the unutilized bookings for the future dates wherein the Agent will fully indemnify and hold harmless Yuva Trip against any claims of its customer in relation to such bookings.
8.5 In addition to the above, Yuva Trip may terminate this agreement as follows;
- (a) upon 30 (thirty) calendar days prior written notice without giving any reason or
- (b) immediately upon written notice in the event Agent’s undergoes a change of control (i.e. any a change of control (i.e. any person(s) or entity(ies) acquires fifty per cent (50%) or more of Agent’s issued and outstanding shares or other securities)
- 8.6 The agent agrees that in case of non-payment on due dates Yuva Trip reserves the right to block further issuance and reissuance of tickets till the old payment is made in full .
- 8.7 In case mirror ID’s are given to agent for issuance and PNR’S creation at agent’s office. Agent will be responsible for following guidelines set by airlines for ticket issuance. Any abuse/ misuse of mirror ID access resulting in ADM’s for airlines will be borne by the agent.
- 8.8 With immediate effect from the date of termination, the Agent shall cease to use the services offered by Yuva Trip and shall immediately deliver up to Yuva Trip in accordance with the directions of Yuva Trip all documents and other property (including without limitation financial and statutory records) belonging to Yuva Trip (insofar as such property and information was obtained in pursuance of the performance of services under this Agreement).
- 8.9 Account closure will incurred INR 1000 Service charges from Agent, which is directly charged from the Agents ledger.
- 9.1 The Agent acknowledges that all documents and any other material containing or referring to confidential information which at any time are or become within or under its control, power or possession are, shall become and shall at all times remain the property of Yuva Trip, to which the confidential information relates.
9.2 The Agent undertakes (both during the term and after the termination date):
- a) on request made at any time by Yuva Trip, to deliver all the confidential information (including copies thereof) or delete the confidential information from any re-usable material in accordance with the directions of Yuva Trip;
- b) not to use or disclose any confidential information except as is necessary to perform its obligations under this Agreement or except as required by law or any regulatory body, provided that this clause shall not apply to confidential information which comes into the public domain other than through the default of any member of the Agent;
- c) not to copy or reproduce any confidential information in any form or on any media or device except as is necessary to perform its obligations under this Agreement;
- d) to ensure that the password and account information provided to it by the Yuva Trip for accessing the Website is secured by all means.
10. Intellectual Property Rights
- 10.1 The contents of the Website (including information, communications, images and sounds contained) are provided by Yuva Trip, its affiliates, independent content providers and third parties. The contents of this site are copyright © of Yuva Trip, its affiliates, independent content providers or third parties and cannot be reproduced, modified, transferred, distributed, republished, downloaded, posted or transmitted in any form or by any means including but not limited to electronic, mechanical photocopying or recording without the prior written permission of Yuva Trip.
- 10.2 Yuva Trip has and shall retain all ownership rights in the Website, including all patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill and confidential and proprietary information. The Agent will have no rights in the Website except as explicitly stated in this Agreement.
11. Governing Law:
- This Agreement shall be governed by and construed and in accordance with the Laws of India, and subject to Arbitration provisions below, with the exclusive forum being courts at Delhi.
- 12.1 Any and all disputes or controversies arising out of or in connection with the interpretation, performance or non-performance, or termination of this Agreement, shall, to the extent possible, be settled in the first instance by prompt and good faith negotiations between the Parties.
- 12.2 If the dispute cannot be settled within seven (7) days by mutual discussions, the dispute shall finally be settled by arbitration under the Arbitration and Conciliation Act, 1996 by a sole arbitrator to be appointed by Yuva Trip. The venue of arbitration shall be Delhi and the arbitration proceedings shall be conducted in English language.
- 12.3 Each Party shall bear its own costs (including legal costs) for participating in the arbitration proceedings. The arbitrator’s fees and expenses and other incidental expenses shall be paid by the Parties as determined by the arbitral tribunal.
- The Agent shall not assign or transfer all or any of its rights or obligations under this Agreement without the prior written consent of Yuva Trip.
14. Force Majeure
- Neither Party to this Agreement shall be liable for failure to perform any of its obligations hereunder during any period in which such performance is delayed by Force Majeure event including but not limited to fire, flood, war, riot, embargo, organized labour stoppage, earthquake, hurricane, acts of civil or military authorities, acts of terrorism, acts of god etc. beyond the reasonable control of the Parties, provided that the Party whose performance is affected by the event of Force Majeure gives notice in writing to the other Party of such event and provided further that the Party whose performance is so affected did not act in a reckless manner or did not willfully misconduct itself.
- The various provisions of the Agreement are severable and if any provision is found by the Parties hereto or is held to be invalid or unenforceable by any court of competent jurisdiction such invalidity or unenforceability shall not affect the validity or enforceability of any of its other provisions unless it goes to the root of the Agreement or radically affects it.
16. Entire Agreement and Amendments
- This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof and merges all prior discussions and negotiations between them. No modification to or amendment of this Agreement shall be valid or binding unless made in writing by means of a side-letter and signed on behalf of the Parties by their duly authorized officers or representatives.
17 GENERAL PROVISIONS
- 17.1 Binding Effect; Benefit. This Agreement shall insure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assignees. Nothing in this Agreement, expressed or implied, is intended to confer on any person other than the parties hereto and the Yuva Trip persons, any rights, remedies, obligations or liabilities under or by reason of this Agreement.
- 17.2 Annexes and Schedules. The Annexes, Schedules and any revisions to this Agreement are a part of this Agreement as if set forth in full herein.
- 17.3 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered by registered post to the parties at the following address, and shall be deemed to be received within 48 hours of the dispatch. The post office shall be the agent of the addressee.
Yuva Trip Pvt. Ltd.
2nd Floor, Plot No. 64
Patparganj Industrial Area
9/13, Geeta Colony,
Schedule A for Advance Agents Payments
- (i) The Agent shall make payment for the services availed under this Agreement by cash/cheque/ demand draft in advance. Advance payment of Rs 1 lakh or more may, in Yuva Trip’s sole discretion, attract a deposit incentive at a rate to be determined by Yuva Trip.
- (ii) This deposit incentive policy is not binding and may be withdrawn or changed at the discretion of Yuva Trip’s management.
- (iii) Account updation request should be made by the agent on the same day of making payment to Yuva Trip online b2b portal accounts. Else updation will take 48 hrs to recheck for the same.
- (iv) Any payment made to Yuva Trip online b2b portal accounts by agent is non refundable, until & unless closure of the account by written communication. Account closure will incurred INR 1000 + GST from Agent, which is directly charged from the Agents ledger.
Schedule B for Credit Agents Payments
Invoicing and Payments:
- i. All account statements shall be available online. In some cases offline statements (not invoices) will be mailed to the Agents. The Agent shall make payments as per online statements, unless they are receiving offline statements, which will then override and supersede the online statements. Further, offline statements may be revised to adjust unbilled invoices, refunds, incorrect commissions and the revised statements will be payable in full subject to reconciliation by the Agent.
ii. Agent is liable to make the payments as follows:
- a) For agents on IATA credit, the payment for International and Domestic bookings should be made at least 2 days before the BSP date if the payment is made by Cheque. Incase the payment is being made by RTGS /Bank Transfers, the same should be received before the BSP Payment Schedule date.
- b) The BSP payment schedule is being notified by IATA to all the IATA and agents. Non IATA agents are responsible to refer to IATA schedule on their own.
- c) For agents on Weekly credit, the payment for International and Domestic bookings done between Sunday to Saturday (both days included) should be made on every Monday for the previous week if the payment is made by Cheque. Incase the payment is being made by RTGS /Bank Transfers, the same should be received by Wednesday for the previous week.
- d) For agents on Daily Credit, The Agent shall make payments due for International & Domestic bookings the same day or the following working calendar day by 12 pm either through Transfer Cheque, RTGS or Cash Deposits. Any other terms and conditions communicated by Yuva Trip in writing will be applicable
- iii. The payments shall be subject to deduction of tax at source (TDS) as per the provisions of the Income Tax Act. Any other applicable taxes will be over and above the agreed rates.
- iv. For the purposes of other products except Air bookings, Agent shall require to pay in advance while booking.
- v. Any cancellation of bookings shall be adjusted in next payment cycle and credit note shall be issued of the cancelled tickets. Retention and cancellation charges on hotel and/or air products would be on actual.
- vi Any payments due and payable under this Agreement that remain unpaid on the relevant due date of payment shall accrue interest at the rate of 18% per annum from the due date of payment until full payment is made.
- vii Yuva Trip reserves the right to cancel un-flown segments to recover dues beyond 7 days from the promised payment date, with all liability being that of the Agent for such cancellations. In addition, agent will pay a daily penalty of Rs 1000 for every day of delay in making full payment.
- viii Account updation request should be made by the agent on the same day of making payment to Yuva Trip online b2b portal accounts. Else updation will take 48 hrs to recheck for the same. For credit agents if they fails to do so, will have to bear the loss for their delayed request whether it is for cancellation, reissuance or any other services.
- ix Any payment made to Yuva Trip online b2b portal accounts by agent is non refundable, until & unless closure of the account by written communication. Account closure will incurred INR 200 Service charges from Agent, which is directly charged from the Agents ledger.