Terms & Conditions
1. Interpretation
- Definitions:
- “Client
Default” has the meaning set out in clause 5.2.”Conditions” means these
terms and conditions as amended from time to time in accordance with
clause 14; “Contract” means the contract between Chillax Holiday Pvt Ltd
(CHPL) Company Registration Number U63030HR2022PTC102252, and the Client
for the supply of Travel Arrangement Services in accordance with the
Contract Details, these Conditions and any Schedules; “Passenger” means
any passenger in respect of whose travel CHPL provides the Travel
Arrangement Services on the instructions of the Client; “Services Start
Date” means the start of the provision of services in accordance with
clause 2. “Third Party Suppliers” means any third parties who supply any
travel by air, land or sea, accommodation, car hire, event planning,
travel insurance or other related travel services to the Client. “Travel
Arrangement Services” means the services provided by CHPL in accordance
with these Conditions
- Interpretation:
- reference
to a statute or statutory provision is a reference to it as amended or
re-enacted. A reference to a statute or statutory provision includes any
subordinate legislation made under that statute or statutory provision,
as amended or re-enacted.
- any
phrase introduced by the terms including, include, or any similar
expression, shall be construed as illustrative and shall not limit the
sense of the words preceding those
- reference to writing or w1itten includes
2. Commencement and Term
This Contract shall commence on the date when it has been signed by both parties and shall continue unless terminated earlier in accordance with its terms, until either party gives to the other not less than 3 months’ written notice to terminate, expiring on or after the Initial Term.
3. Agency
- In
providing Travel Arrangement and MICE services, you acknowledge and agree
that CHPL acts as an agent only for the Client for the relevant transport,
accommodation or other related service ( collectively “Travel Service”).
Our obligation to the Client is to (and you expressly authorise us to)
make bookings on the Client behalf and to arrange relevant contracts
between the Client and Third Party Suppliers. Such Third Party Supplier
and not CHPL, will be responsible to you for the provision of the relevant
service. Any other services CHPL may provide are ancillary to our agency
status and are separate to the actual provision of any Travel Service.
Your legal recourse for Travel Services is against the relevant Third
Party Supplier and, except to the extent a problem is caused by fault on
our part, not against CHPL. Specifically, if for any reason (excluding
fault on our part), any Third Party Supplier is unable to provide the
relevant Travel Service, your remedy lies against the Third Party Supplier
and not with CHPL.
- Without
prejudice to 3.1 CHPL may provide some services as a principal, such as,
but without in any way limiting or fettering CHPL discretion as to the
nature and scope of the services, arranging travel packages to and
accommodation at exhibitions and events. CHPL will advise the Client prior
actual booking if it is to act in this capacity.
4. Provision of services.
- With
effect from the Services Start Date, CHPL shall throughout the term
provide Travel Arrangement Services to the Client in accordance with this
Contract.
- Any
requests made by any employee, agent, or other representative of the
Client, which is made in absence of express written instructions to the
contrary may be accepted by CHPL and the Client will be bound.
- A
booking constitutes a legally binding contract with the relevant
Third-Party Supplier which is subject to the terms and conditions of that
Third Party Supplier (copies of which are available if required). For the
avoidance of doubt, CHPL shall not be responsible for any default or
failure in any supply by any Third-Party Supplier or for any loss, claim,
cost, damage, or injury incurred by the Client or any Passenger (directly
or indirectly) as a result thereof.
- The
supplier of your travel service will have its own terms and conditions
(such as airline conditions of carriage, or accommodation, or car hire
terms, or rail operator ticket terms). All such terms and conditions
(including limitations of liability) apply to any travel service booked
pursuant to this Agreement and, accordingly, a reference to “this
Agreement” shall mean (i) the terms and conditions set out herein; (ii)
the terms and conditions set out in your credit account approval letter
(if applicable); and (iii) all terms and conditions of any provider of
your travel services. To the extent of any inconsistency between a travel
service provider’s tem1s and conditions and the terms and conditions set
out herein, the travel service provider’s terms and conditions shall
prevail, save to the extent that any provision in the travel service
provider’s terms and conditions is deemed to be invalid or unenforceable.
- Your
travel service providers will be recognised on your itinerary or travel
documents and their respective terms and conditions will be quoted at the
time of booking and/or be available directly on their websites or by
communicating with them. Otherwise, you can ask us for copies. You must
read all applicable travel service provider terms and conditions thoroughly
because in every case they will apply to the provision of your travel
services.
- CHPL
shall use all reasonable endeavours to accommodate any reasonable changes
in the Travel Arrangement Services that may be requested by the Client,
subject to the Client’s acceptance of any related reasonable changes to
the fees that may be due as a result of such changes.
- CHPL
shall be entitled to perform any of the obligations undertaken by it
through any other members of its group or through suitably qualified and
skilled sub-contractors.
- CHPL
warrants to the Client that the Travel Arrangement Services will be
provided using reasonable care and skill and in accordance with the
Service Level Agreement.
- CHPL
shall have the right to make any changes to the Travel Arrangement
Services which are necessary to comply with any applicable law or safety
requirement, or which do not materially affect the nature or quality of
the Travel Arrangement Services, and CHPL shall notify the Client in any
such event.
- Quotation
- Where
we provide you with a price for an airline ticket or travel service, the
cost shall be valid at time of quotation only, and will exclude any
relevant taxes. All pricing is subject to change and may be re-quoted at
any time until your booking is confirmed at which time it then becomes an
agreed cost. Costs are subject to availability and can be withdrawn or
changed without notice.
- Price
changes can occur by reason of matters outside of our control which may
increase or decrease the cost of the product or service. Such influences
include currency fluctuations, fuel surcharges, taxes and airfare
increase. Please ensure you contact us for up-to-date pricing.
- Loyalty and Frequent traveller membership and Travel
Corporate Reward Schemes
- Loyalty
and Frequent Traveller Please provide your membership details (or other
applicable loyalty program details) at the time of booking or within a
traveller profile you permit us to hold. Please check your loyalty program
for the specific terms of your membership and participation. We are
unable to ensure that the travel service provider will credit you with
points for your booking. Some travel services and fares do not qualify
for rewards. Please check the individual reward programme for details.
Any loyalty programme discrepancies linked to your booking must be
communicated to us within one month of your flight departure date.
- Travel
Corporate Reward Please provide details of your organisation’s Airline,
Hotel or other Travel Corporate reward schemes or agreements; this
includes applicable Global Distribution System (G.D.S) tracking entries
and/or membership numbers. Please ensure the appointment of CHPL to
monitor and offset any accrued points in agreement with your travel
policy rules and guidelines. We cannot guarantee that the travel service
provider will credit you with points for your booking. Some travel
services and fares do not qualify for rewards. Please check the
individual loyalty scheme for details. Any loyalty program discrepancies
in relation to your booking must be communicated to us within one month
of your flight departure date.
- Passports & Visas
- All
travellers are required to have a valid passport for international
travel, furthermore, numerous international nations require at least 6
months validity from the date of return. Various countries similarly need
a machine-readable passport and/or unstamped available When supporting
you with international travel bookings, we will presume that all
travellers on the booking have a valid passport. If this is not the case,
you must let us know. It is critical to make sure you have valid
passports, visas and re-entry permits which meet the requirements of
immigration and other government authorities. Any fines, penalties,
payments, delay, or expenditures incurred because of such documents not
meeting the requirements of those authorities will be your sole
responsibility (except to the extent caused by fault on our part).
- If
you need guidance regarding visas, passports, and other travel document
requirements for your trip, please contact We can provide you with
general information on visa and passport requirements that apply to
international travel bookings you make with us. Furthermore, we are able
to obtain more specific information from our external visa advisory
service provider on your behalf (if you wish, we can obtain visas for you
through this external service and our fees will apply). We do not warrant
the accuracy of visa and passport information provided by any external
service and accept no liability for any loss or damage which you may
suffer in reliance on it (except to the extent caused by fault on our
part).
- For
travel bookings to nations such as Australia, New Zealand, Canada, or the
United States please be advised that there are compulsory
pre-registration requirements for visa waiver programs. If you have
registered before, please check your registration is valid and has not
Please note, you may not meet the eligibility requirements and may be
required to obtain a visa.
- Health – The Client must ensure that
it is aware of both health requirements and precautions in relation to the
relevant destination country you are traveling to. Client personnel must
carry all essential vaccination documentation. Failure to present required
vaccination documents (e.g. your NHS Covid Pass, or Yellow Fever
vaccination certificate) can restrict entry into any country, or
invalidate travel insurance cover. We recommend that you consult with your
local doctor, travel medical service or specialist vaccination clinic
before commencing travel. On request, we can in good faith provide with
more specific information in this regard for which we reserve the right to
charge always giving prior notice of such charges before incurring them.
However where such situations and advice given can change rapidly we do
not warrant the accuracy of any such information provided by CHPL or any
external service and accept no liability for any loss or damage which you
may suffer in reliance on it (except to the extent caused by fault on our
part).
- Events Management – For certain events, CHPL may
employ travel representatives to be present at the event to assist and
facilitate Client attendance. Such representatives may offer advice and
information. However we do not warrant the accuracy of any such
information or assistance provided by CHPL and accept no liability for any
loss or damage which you may suffer in reliance on it (except to the
extent caused by fault on our part).
5. Clients obligations
- The Client shall:
- ensure
that the terms of the Order are complete and accurate;
- co-operate
with CHPL in all matters relating to the Travel Arrangement Services;
- provide
CHPL with such information and materials as CHPL may reasonably require
in order to supply the Travel Arrangement Services and ensure that such
information is accurate in all material
- responsible
for all travel costs and charges including without limitation, pre-paid
tickets charges, rush tickets deliveries, invoice/ticket reprints,
penalties, waivers, cancellation charges, airline service foes, void
processing fees and penalty fares incurred by the Client, as well as the
cost of lost ticket applications, ticket copies and ticket usage
verifications, unless the same is incurred as a result of the negligence
or misconduct, fault, or omission of CHPL; and
- be
responsible for checking, arranging, and obtaining any necessary passport
and visa requirements of any Passenger for the Passenger’s intended
travel and
- If CHPL’s performance of any of its
obligations under the Contract is prevented or delayed by any act or
omission by the Client or failure by the Client to perform any relevant
obligation (Client Default):
- CHPL
shall without limiting its other rights or remedies have the right to
suspend performance of the Travel Arrangement Services until the Client
remedies the Client Default, and to rely on the Client Default to relieve
it from the performance of any of its obligations to the extent the
Client Default prevents or delays CHPL’S performance of any of its
obligations;
- CHPL
shall not be liable for any costs or losses sustained or incurred by the
Client arising directly or indirectly from CHPL’s failure or delay to
perform any of its obligations as set out in this clause 2; and
- the
Client shall reimburse CHPL on written demand for any costs or losses
sustained or incurred by the Supplier or any Third-Party Suppliers
arising directly or indirectly from the Client
6. Payment
- CHPL
reserve the right to request advance payment full payment in advance or
adequate security for performance of any payment
- The
Client shall pay to CHPL on demand all costs, fees, taxes etc invoiced by CHPL
to the Client in respect of items contracted with the Third-Party
Suppliers.
- Where
credit account facilities have been made available by CHPL to the Client
then all monies due shall be payable as agreed in the SLA (“ Service Level
Agreement”). CHPL reserves the right to decline, reduce the Client’s
credit limit or withdraw credit account facilities. In the event that no
such credit account facilities will be made available by CHPL to the
Client or should these facilities be at any time withdrawn then CHPL
reserves the right to request an advance payment from the Client in
respect of all contracts to be entered into on behalf of the Client. Upon
the withdrawal of credit account facilities, all monies outstanding to CHPL
will become immediately payable.
- Payment
terms are as agreed on the Service Level Agreement which also forms part
of the Contract.
- All
payments shall be made without any deduction whether by way of set-off,
counterclaim, discount, abatement or otherwise unless the Client has a
valid court order requiring an amount equal to such deduction be paid by CHPL
to the Client.
- No
payment shall have deemed to have been received until CHPL have received
cleared funds in sterling by telegraphic transfer. In the event that any
payments are returned by the Clients bankers as unpaid, the Client will
indemnify CHPL in respect of any charges incurred. Time for payment shall
be of the essence of the Contract.
- All
amounts payable by the Client under the Contract are inclusive of amounts
in respect of value added tax, any similar sales tax or any tax that
replaces such sales taxes chargeable for the time being (GST). Where any
taxable supply for GST purposes is made under the Contract by CHPL to the
Client, the Client shall, on receipt of a valid GST invoice from CHPL, pay
to CHPL such additional amounts in respect of GST as are chargeable on the
supply of the Travel Arrangement Services at the same time as payment is
due for the supply of the Travel Arrangement Services.
- Payment terms options
- Corporate
credit card payments will be taken at time of booking/invoicing and will
incur merchant You authorise us to charge all fees incurred by you in
relation to the services provided to the card designated by you. If
payment is not received from the card issuer or its agents for any
reason, you agree to pay us all amounts due immediately on demand. You
indemnify us against any loss that may be experienced by us due to any
fraudulent use or otherwise of that credit card.
- Credit
accounts must be settled in accordance with the terms and conditions set
out in your credit account approval We will provide an invoice for each
service at time of booking, or flexible solutions requested by you. For
your convenience, we also provide weekly, Bi-Weekly, or monthly account
statements for all travel booked through our services. You authorise us to
conduct credit checks and references prior to approving your credit
account. Credit accounts may be settled by direct debit or bank transfer.
We may charge statutory interest and compensation for debt recovery costs
under late payment legislation for all overdue amounts.
- Third-party
credit providers such as Lodged accounts must be settled in accordance
with the terms and conditions set out in their account application
approval form supplied and managed by our recommend Third-party credit
providers. Your Account will be debited by the Third-party credit
providers with: (a) Charges; (b) any fees or Service Charges set out in
your application agreement; and (c) any costs and expenses incurred in
the collection of overdue amounts plus any cost inclaimed if you fail to
comply with any of the terms and conditions of the said agreement. You
are liable to the Third-party credit suppliers for all charges which
appear on your statement. Transactions for which a refund is pending
remain payable and you will be provided with a monthly statement
detailing the balance on the account provided there has been activity or
a balance on the account during the CHPL will provide an invoice for each
service at the time of booking, or as otherwise requested by you charged
to your travel accom1t in association with the Third-party credit
provider.
7. Refunds
- 7.1
Where a credit note or refund is due in respect of Travel Arrangement
Services not used it will only be issued subject to the return of the
relevant documentation relating to the travel service concerned and are
subject to the terms and conditions of the relevant Third-Party Supplier.
Failure to return the said documentation will imply an acceptance of the
invoice for the travel services and payment will become due as per the standard
payment terms set out in Clause 5 above.
- Should
a refund require the consent of, or calculation by the relevant
Third-Party Supplier then the account issued shall remain due and payable
in full and any sum refunded by the Third-Party Supplier shall only be
credited to the Client’s account on receipt of same by CHPL from the Third
Party Supplier.
- Without
prejudice to the generality of Clauses 7.1 and 7.2 above, the Client
acknowledges and agrees that:
- any
credit notes or refunds in respect of rail travel services can only be
issued provided the relevant documentation is returned within one month
of date of the issue of the said documentation (or on any other terms
relating to the ticket issued in respect of the rail services in
question); and
- some
tickets are non-refundable or cannot be altered, and that any refunds
made may be liable to fees levied by either CHPL and/or the Third-Party
- If
the Client is unsure as to the cancellation and/or refund provisions of
any particular ticket or the charges levied then clarification should be
sought from CHPL at the time of booking.
8. Late Payments
- In
the event that the Client fails to make payment to CHPL on the due date
then without prejudice to any other right or remedy available to CHPL, CHPL
shall be entitled to:
- cancel
or suspend all or part of the provision of Travel Arrangement Services to
the Client; and/or
- charge
a service fee at the rate of 18 percent per annum on all overdue sums
until paid;
- cancel
(without any liability to the Client or to any Passenger) any bookings
made on behalf of the Client, with any cancellation fees incurred as a
result thereof being for the account of the
- In
addition to the above CHPL shall be entitled to claim interest on late
payments pursuant to Late Payment of Commercial Debts (Interest).
- CHPL
reserves the right to claim any expenses incurred in the collection of the
unpaid overdue amount.
9. Limitation of Liability – the client’s attention
is PARTICULARLY drawn to this clause 9.
- CHPL
will provide Travel Arrangement Services and any other services provided
pursuant to these Conditions with reasonable skill and care.
- Nothing
in the Contract shall limit or exclude CHPL’s liability for:
- death
or personal injury caused by its negligence, or the negligence of its employees,
agents or
- fraud
or fraudulent misrepresentation; or
- breach
of the terms implied by section 2 of the Supply of Goods and Services or
any other liability which cannot be limited or excluded by applicable
- Subject
to clause 9.1, CHPL shall not be liable to the Client, whether in
contract, tort (including negligence), for breach of statutory duty, or
otherwise, arising under or in connection with the Contract for:
- loss
of profits;
- loss
of sales or business;
- loss
of agreements or contracts;
- loss
of anticipated savings;
- loss
of use or corruption of software, data, or information;
- loss
of damage to goodwill; and
- any
indirect or consequential
- Subject
to clause 9.1, CHPL’s total liability to tl1e Client, whether in contract,
tort (including negligence), breach of statutory duty, or otherwise,
arising 1mder or in connection with the Contract shall be limited to the
lesser of the total amount paid to CHPL by way of fees for the supply of
Travel Arrangement Services concerned or any additional expenses incurred
by the Client.
- This
clause 9 shall survive termination of the Contract.
10. Representations and Warranties
- Each
party hereby represents and warrants to that:
- each
party has all required capacity and corporate authorisation to enter into
this contract and be bound by the obligations provided
- the
execution of this Contract by either party and the performance of its
obligations hereunder will not constitute a violation or breach of any
obligation of any agreement between the parties and any third party or a
violation of either party’s legal obligations; and
- each
party holds sufficient rights to use all materials, supplies or resources
used in the performance of either party’s obligations under this
Contract, free and clear of any
11. Insurance and Indemnification
- It
is the responsibility of the Client to ensure that a policy is in place
with regards to insurance in respect of any loss, claim, cost, damage, or
injury incurred in connection with the Travel Arrangement Services or any
travel resulting therefrom. CHPL shall use all reasonable endeavours to
assist the Client and/or the Passenger in obtaining such a policy of
insurance from an insurer on the express request of the Client and on
payment of the appropriate premium. The Client agrees to make each and every
Passenger aware of this requirement.
- The
Client will indemnify, defend and hold harmless CHPL and its affiliates,
and their employees, directors, officers, agents and contractors and
sub-contractors, against and from any losses, claims, proceedings or investigations
arising out of or in connection with a breach of this Contract by the
Client, including, without limitation, solicitors fees, amounts paid in
settlement of claims, proceedings or investigations, except to the extent
that such claim is due to the negligence or wilful misconduct of CHPL.
- Without
restricting the generality of anything contained herein, CHPL warrants
that its associated staff and those of its sub-contractors and any other
parties over which it may exercise control, will, in the performance of
the Travel Arrangement Services described herein, strictly adhere to all
applicable laws and regulations including, but not necessarily limited to,
those pertaining to the environment and health and safety as well as to CHPL’s
internal rules and policies. In the event of any breach of this warranty, CHPL
will indemnify, defend, and hold harmless the Client and its affiliates,
and their employees, directors, officers, agents and contractors, from any
claims, losses, damages, awards, judgments or prejudices (including
solicitors fees), which may be sustained as a result of any such breach.
12. Verification
In order
to verify CHPL’s compliance with its obligations hereunder, at any time or from
time to time during CHPL’s performance of the Travel Arrangement Services, the
Client or a representative designated by it and reasonably acceptable to CHPL,
or regulatory agents, may, upon reasonable notice, inspect and test the manner
in which the Travel Arrangement Services are being performed. Such rights of
inspection shall include visiting sites at which CHPL performs the Travel
Arrangement Services, auditing selected records and databases containing data
of the Client, observing the performance of the Travel Arrangement Services or
selected components thereof: and interviewing CHPL’s personnel familiar with,
or responsible for, performing the Travel Arrangement Services. CHPL shall
cooperate with the Client personnel or representatives in such inspections, and
shall ensure that appropriate staff, computing and other resources are
available as required in the course of such inspections. Any costs arising out
of the above inspection and testing shall be paid for by the party in which the
costs are incurred.
13. Termination
- Without
limiting its other rights or remedies, either party may terminate the
Contract with immediate effect by giving written notice to the other party
if:
- the
other party commits a material breach of any term of the Contract and (if
such a breach is remediable) fails to remedy that breach within 14 days
of that party being notified in writing to do so;
- the
other party takes any step or action in connection with its entering
administration, provisional liquidation or any composition or arrangement
with its creditors (other than in relation to a solvent restructuring),
being wound up (whether voluntarily or by order of the court, unless for the
purpose of a solvent restructuring), having a receiver appointed to any
of its assets or ceasing to carry on
- the
other party suspends, or threatens to suspend, or ceases or threatens to
cease to carry on all or a substantial part of its business; or
- the
other party’s financial position deteriorates to such an extent that in
the terminating party’s opinion the other party’s capability to
adequately fulfil its obligations under the Contract has been placed in
- Without
limiting its other rights or remedies, CHPL may terminate the Contract
with immediate effect by giving written notice to the Client if the Client
fails to pay any amount due 1mder the Contract on the due date for payment
and remains in default not less than 14 days after being notified in writing
to make such payment.
- Without
limiting its other rights or remedies, CHPL may suspend the provision of
the Travel Arrangement Services under the Contract or any other contract
between the Client and CHPL if the Client becomes subject to any of the
events listed in clause 13.1(b) to clause 13.1(d) or any event analogous
to those listed in clause 13.l(b) to clause 13.l(d) in any jurisdiction in
which the Client is incorporated or carried on business or CHPL reasonably
believes that the Client is about to become subject to any of them, or if
the Client fails to pay any amount due under this Contract on the due date
for payment.
14. Consequences of termination
- On
termination of the Contract for any reason:
- the
Client shall immediately pay to CHPL all of CHPL’s outstanding unpaid
invoices and interest and, in respect of Travel Arrangement Services
supplied but for which no invoice has been submitted, CHPL shall submit
an invoice, which shall be payable by the Client immediately on receipt
- the
accrued rights, remedies, obligations and liabilities of the parties as
at expiry or termination shall be unaffected, including the right to
claim damages in respect of any breach of the Contract which existed at
or before the date of termination or expiry; and
- clauses
which expressly or by implication survive termination shall continue in
full force and
15. Waiver
In the
event that CHPL should at any time grant the Client expressly or by implication
a waiver any of its rights contained herein such waiver shall not be deemed to
prejudice in any way the enforcement of such rights by CHPL on any subsequent
occasion.
16. Variation
We
reserve the right at any time with a valid reason to change, add or delete
these Conditions (including to increase or decrease any fees or charges). CHPL
will provide you with advance written notification of any such changes and will
indicate the date from which the changes will apply.
17. Data Protection
- CHPL
will at all times comply with its obligations under the Data Protection
Act 2018.
- The
Client shall ensure that any communication of personal employee data to CHPL
and the Third-Party Suppliers has been properly authorised by the employee
concerned.
- The
Client acknowledges that CHPL may store the Client’s and employee’s data
and CHPL may monitor and record telephone calls for the following purposes
training quality control and to confirm verbal instructions.
- CHPL
are committed to ensuring that your information is secure CHPL bas and
maintains privacy policies in respect of its website, marketing activities
and its business activities generally.
18. Transfers of personal data
- In respect of any personal data transferred under or in connection with this Agreement, each party is a separate data controller and shall: (i) comply with all applicable data protection laws; (ii) promptly notify the other (to the extent permitted by law) in writing providing reasonable detail of any third-party complaint, audit, investigation or enquiry (whether by a supervisory authority, data subject or othe1wise) establishing, alleging or enquiring as to possible non-compliance with data protection laws, and the parties will co-operate reasonably with each other in respect thereof; and (iii) promptly co-operate with and provide reasonable assistance, information and records to the other to assist that other party with its compliance with data protection laws. ensure that you have processed such personal data in full compliance with applicable data protection laws.
19. Force Majeure
Neither
party shall be liable for any failure or delay in performing their obligations
where such failure or delay results from any cause that is beyond the
reasonable control of that party. Such causes include but are not limited to
civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war,
governmental action, epidemics or pandemics or any event that is beyond the
control of the party in question.
20. Confidentiality
- Each
party undertakes that it shall not any time during the Contract, and for a
period of five years after termination of the Contract, disclose to any
person any confidential information concerning the business, affairs,
customers, clients, or suppliers of the other party, except as permitted
by clause
- Each
party may disclose the other party’s confidential information:
- to
its employees, officers, representatives, subcontractors or advisers who
need to know such information for the purposes of carrying out the
party’s obligations under the Contract. Each party shall ensure that its
employees, officers, representatives, subcontractors or advisers to whom
it discloses the other party’s confidential information comply with this
clause 19.3; and
- as
may be required by law, a court of competent jurisdiction or any
governmental or regulatory
- Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
21. Entire agreement
- This
agreement constitutes the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances,
warranties, representations and understandings between them, whether
written or oral, relating to its subject matter.
- Each
party agrees that it shall have no remedies in respect of any statement,
representation, assurance or warranty (whether made innocently or
negligently) that is not set out in this agreement. Each party agrees that
it shall have no claim for innocent or negligent misrepresentation or
negligent misstatement based on any statement in this agreement.
22. Severance
If any
provision or part-provision of the Contract is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to
make it valid, legal and enforceable. If such modification is not possible, the
relevant provision or part-provision shall be deemed deleted.
Any
modification to or deletion of a provision or part-provision under this clause
shall not affect the validity and enforceability of the rest of the Contract.
23. No partnership or agency
Nothing
in the Contract is intended to, or shall be deemed to, establish any
partnership or joint venture between the parties, constitute any party the
agent of another party, or authorise any party to make or enter into any
commitments for or on behalf of any other party.
24. Assignment and other dealings.
- The
Client shall not assign, transfer, charge, subcontract, declare a trust
over or deal in any other manner with any or all of its rights and
obligations under this Contract without CHPL’s prior written consent.
- CHPL
may at any time assign, transfer, charge, subcontract, declare a trust
over or deal in any other manner with any or all of its rights under this
Contract.24.3 The Client shall notify the Supplier immediately in the
event of a change of control of the Client.
25. Notices
- Any
notice or other communication given to a party under or in connection with
the Contract shall be in writing, addressed to that party at its
registered office or such other address as that party may have specified
to the other party in writing in accordance with this clause, and shall be
delivered personally, or sent by pre-paid first-class post or other next
working day delivery service, commercial courier, fax or email.
- A
notice or other communication shall be deemed to have been received: if
delivered personally, when left at the address referred to in clause 25.1;
if sent by pre-paid first-class post or other next working day delivery
service, at 9.00 am on the second business day after posting; if delivered
by first class airmail post, at 9.00 am on the fifth business day after
posting; if delivered by commercial courier, on the date and at the time
that the courier’s delivery receipt is signed; or, if sent by fax or
email, one business day after transmission.
- The
provisions of this clause shall not apply to the service of any
proceedings or other documents in any legal action.
26. Third parties
No one
other than a party to the Contract shall have any right to enforce any of its
terms.
27. Jurisdiction and Governing Law
- The
supply of Travel Arrangement Services to the Client and/or the Passenger
and any contracts between CHPL and the Client shall be governed by the law
of India and shall be subject to the exclusive jurisdiction of the English
Courts, without prejudice to the right of CHPL to seek recovery of any
sums due from the Client before any court of competent jurisdiction.
- Each
party irrevocably consents to any process in any legal action or
proceedings under clause 26.1 above being served on it in accordance with
the provision of these Conditions relating to service of notices. Nothing
contained in these Conditions shall affect the right to serve process in
any other manner permitted by law.
- Nothing
in this clause 27 shall limit the right of CHPL to take proceeding against
the Client in any other court of competent jurisdiction, nor shall the
taking of proceedings in any one or more jurisdiction preclude CHPL from
taking proceedings in any other jurisdiction, whether concurrently or not,
to the extent permitted by the law of such other jurisdiction.
28. Language
- These
conditions are drafted in the English language. If these conditions are
translated into any other language, the English language version shall
prevail.
- Any
notice given under or in connection with these Conditions shall be in the
English language. All other documents provided under or in connection with
these Conditions shall be in the English language or accompanied by a
certified English translation.
- The
English language version of these Conditions and any notice or other document
relating to these Conditions shall prevail if there is a conflict except
where the document is a constitutional, statutory, or other official
documents.