This Agreement contains the terms and conditions under which Aviate Management Ltd (the “Company”) distributes discounted fares “Nett Fares” on behalf of various Airlines (the “Airline”) to approved Tour Operators with an Air Travel Organisers Licence (“ATOL”) and their member agents who use their ATOL as listed and approved by the Civil Aviation Authority (“CAA”) or who are distributing the Nett Fares in such a way as to be exempt from requiring ATOL (“Tour Operator”).
By entering into this Agreement, the Tour Operator will be granted access to Nett Fares. The Company reserves the right to change the terms and conditions from time to time and will use its reasonable endeavours to give notice to the Tour Operator of any change. In order to receive fares, the Tour Operator will be required to confirm agreement to the current terms and conditions prevailing from time to time.
Please note that in the event of sales of non-licensable transactions being carried out by the Agent the any references in this Agreement to the issue of ATOL certificates or other general ATOL obligations will not be applicable to such transactions
Words importing gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals and bodies corporate, partnerships, unincorporated associations and other bodies (in each case, wherever resident and for whatever purpose) and vice versa.
“Conditions of Carriage”
The conditions of transportation covering the rights, duties and liabilities of the Airline and the passenger published by the Airline from time to time.
Any information relating to a party to the Agreement or its affiliates, subsidiaries, or sister companies including but not limited to its business, technologies, knowhow, products, finances, plans, strategies, formulae, specifications, pricing, data, software, trade secrets, inventions, ideas and the existence of this Agreement. Confidential Information also includes any personal information pertaining to the employees or customers of a party.
The Airline’s fares, schedules and inventory information including such when incorporated into a travel package by the Tour Operator
Conditions attached to each fare by the Airline.
A number of individuals, the minimum number of which is defined by the Airline in its Conditions of Carriage (or elsewhere), who are travelling together for at least one sector of the route.
“Group Nett Fares”
Fares made available only to Groups.
Direct and indirect costs, claims, actions, damages, expenses, losses or liabilities (including, without limitation, economic loss and loss of profit (direct or indirect), indirect loss or consequential loss including reputation and goodwill.
All logos, Trade Marks, branding or other intellectual property of the Airline.
Charges levied in respect of additional services requested by the Tour Operator in relation to the supply of Tickets.
“Nett Inclusive Tour Fares”
Fares made available only for the inclusion in a Package prior to selling on to a consumer.
A package holiday as defined in the Package Travel and Linked Travel Arrangements Regulations 2018.
Fares published by the Airlines without discount.
The charge levied by the Company for issuing the Ticket on behalf of the Airline.
A paperless electronic ticket entitling a person to carriage on the Airline.
Any day, other than a Saturday or Sunday, on which banks are open for business in the City of London.
To include letters and emails.
It is hereby agreed that:
- The Company enters this Agreement as duly appointed agent for the Airline and as such is not the carrier of passengers or baggage and does not assume any obligations or responsibilities to or for or on behalf of the Tour Operator or its customers for providing air transport services.
- The Company will not be liable for or have any obligations to or responsibility for the Tour Operator or its customers if the Airline ceases to operate.
- The Company agrees to provide the Tour Operator with the Airline’s fares, subject to the Fare Rules available on the Company’s online booking sites and in accordance with the Airline’s Conditions of Carriage.
- The Tour Operator is responsible for ensuring that all reservations and amendments have been made in accordance with its requirements.
- The Company or the Airline may take any necessary action to remedy any distribution of the Fare Content not in accordance with this Agreement, additional or subsequent terms and conditions, Fare Rules, General Business Travel Agreement in existence between the parties or the Airline’s Conditions of Carriage (“Unauthorised Distribution”) including but not limited to issuing an Agents Debit Memo (“ADM”) for the total published value of the relevant Ticket. Tour Operators access to Fare Content may also be restricted without notice.
- The Tour Operator shall indemnify the Company against any Loss, claim or fine received as a result of Unauthorised Distribution
- Where different Fare Rules apply to different sectors of an itinerary, the most restrictive Fare Rule would apply, unless otherwise stated within the entire set of Fare Rules.
- When Nett Inclusive Tour Fares are made available to the Tour Operator by the Company, the Tour Operator will be subject to the additional terms shown at Schedule A annexed hereto.
- Should the Tour Operator require Group Nett Fares, additional terms and conditions shown at Schedule B will apply together with further additional terms and conditions as specified by the Airline and referred to at the time of booking.
- The Tour Operator acknowledges that the prices of fares marketed by the Company from time to time may vary due to increases in security charges, fuel surcharges, insurance charges, taxes, fees, charges or airline surcharges of whatsoever nature and will not therefore be guaranteed until ticketing.
- If the Airline cancels, reschedules or amends a flight at any time, the Company accepts no liability for any loss subsequently suffered by the Tour Operator. Any such change will be dealt with in line with the relevant Airline’s Conditions of Carriage or relevant operating policy.
- Name changes, cancellations, amendments and refunds shall only be permitted in certain limited circumstances and subject to any relevant Airline’s charges as set out in Conditions of Carriage, Fare Rules plus any Miscellaneous Charges applicable to the fare.
- The Company will accept and use reasonable endeavours to act upon any special request made for a particular seat, special meal or airport assistance or any other matter connected with the flight to be provided by the Airline but acceptance of such requests does not guarantee any provision of service which is at the discretion of the Airline.
- The Airline will usually cancel the inbound sector of an itinerary if a passenger has not travelled on the outbound sector. Therefore, if a passenger wishes to use the inbound sector of an itinerary only the Tour Operator should contact the Company on a Working Day prior to the date of the outbound flight for permission to do so. Permission will only be given subject to the discretion of the Airline and in any event the Company accepts no responsibility for the cancellation of the inbound sector.
- Seats at Nett Fares are subject to availability. The Airline does not guarantee that any seats will be made available.
- The Company and the Airline may, from time to time, without notice and anonymously make telephone calls to the Tour Operator and may make and keep records of them (including the name of the individual spoken to) and use the records for the following purposes:
- checking compliance with the Agreement and notifying the Tour Operator or the Airline of compliance or any lapse or suspected lapse in compliance.
- assessing market trends and practices; and
- to identify training needs.
For purposes of compliance with the Data Protection Act 2018 and General Data Protection Regulations (as amended from time to time) the Tour Operator shall inform all its employees, agents, contractors, sub-contractors and their employees of such telephone calls and the purposes to which information collected from them might be put.
- Each party undertakes to the other that it will not, without the prior written consent of the other party, disclose Confidential Information disclosed to it by the other party pursuant to or ancillary to this agreement, to any third party, unless the disclosing party can show that such information is:
- In the public domain (other than as a result of breach of this clause); or
- Already in its possession prior to disclosure by the other party; or
- Require to be disclosed by law or regulatory authority.
- The Tour Operator acknowledges that the Airline’s Fare Content is and shall remain the sole property of the Airline. The Tour Operator acknowledges that the Fare Content constitutes proprietary information belonging to the Airline and that disclosing it to third parties would give rise to a risk of significant harm to the Airline’s commercial interests.
- The Tour Operator will take reasonable steps to prevent any website or electronic outlet, operated for the purposes of marketing or selling on Fare Content by or on behalf of the Tour Operator, from being used by unauthorised third parties (e.g. screen scrapers) for purposes of accessing Fare Content or other unauthorised purposes. The Tour Operator shall ensure the implementation of policies and processes, and take reasonable commercial, technological and legal actions, to detect, deter and prevent any of the foregoing. The Tour Operator shall not obtain or access the Airline’s Fare Content from any website of the Airline (e.g. no screen scraping of an Airline website).
- The Tour Operator may only use Fare Content to market and sell tickets to consumers in accordance with the terms and conditions of this Agreement.
- Re-distributing Fare Content to another ATOL holder without the Company or the Airline’s prior written approval will be considered Unauthorized Distribution.
- The distribution of Nett Fares without an ATOL Certificate which are deemed or subsequently deemed by the CAA or any other appropriate Authority to require an ATOL will be considered Unauthorised Distribution.
- The Tour Operator warrants to advise the Company immediately should its ATOL licence be suspended, revoked or changed and will at no time hold itself out as the Company’s agent for the purposes of the ATOL regulations.
- The Tour Operator must fully comply with all relevant legislation relevant to it from time to time, and, where the Tour Operator is domiciled or operating outside the United Kingdom, with all applicable foreign laws, regulations, codes of practice, guidance notes and other requirements of any relevant government or governmental agency or IATA.
- The Tour Operator shall advise all individuals who have had a Ticket issued pursuant to this Agreement of relevant Conditions of Carriage and entry requirements to any country passengers are visiting. The Company will not be held liable for any omission by the Tour Operator in this regard.
- The Tour Operator warrants that it will provide adequate control over the security of its operations to prevent, as far as reasonably possible, illegal and/or fraudulent transactions with the Company including but not limited to security over the access to the Tour Operator’s computer systems, equipment and passwords. The Tour Operator shall keep the Company and the Airline fully indemnified from and against any and all Losses suffered or incurred by the Company or the Airline as a result of Tickets issued as a result of a failure or breach of its security systems.
- The Tour Operator shall not assign, delegate, sub-contract or transfer or otherwise dispose of all or any of its rights or obligations under this Agreement.
- The Tour Operator shall only promote the fares for redistribution or sale subject to the following restrictions:
- use of any Airline’s Marks or other intellectual property must be used precisely in accordance with the relevant Airline’s instructions and should not be altered from that approved by the Airline, advice upon which can be obtained from the Company on request.
- all promotional and advertising material must comply with rules and regulations set out in the Fare Rules and
- the Tour Operator shall in no way contest or deny the right or title of the Airline in or to any of the Airline’s Marks, and shall not encourage or assist others directly or indirectly to do so.
- the Tour Operator agrees that it will not create, acquire, license or support any internet keyword or search term which contains any of the Company or the Airline’s Marks or any confusingly similar marks and can locate or identify or create a link to web sites or pages based on specified search criteria.
- If Clause 28 is breached then, at the request of the Company or the Airline, the Tour Operator shall immediately withdraw any such advertisements. This is without prejudice to any other remedy which the Company or the Airline might have in relation to such breach.
- The Tour Operator shall submit a Ticket request to the Company no later than the last Working Day prior to the ticketing deadline referred to in the Airline’s Fare Rules. Where different ticketing deadlines apply to certain sectors of an itinerary e.g. an onward carrier, the most restrictive deadline would be applicable.
- The Company will use its reasonable endeavours to process and issue Tickets in accordance with the Ticket request and the relevant Fare Rules. Tickets will be endorsed and issued as the Company considers it appropriate reflecting the restrictions and conditions stated within the relevant Fare Rules and the instructions of the Airline.
- If the Tour Operator requests Tickets to be issued at short notice, the Company will use its best endeavours to meet those requirements, but be under no obligation to do so and shall have no liability, to the Tour Operator or its customers, should it fail to do so.
- Subject to Clause 35, prior to the Company issuing any Tickets requested by the Tour Operator, the Tour Operator shall pay to the Company the total fare, all taxes, fees, charges, Service Fees and Miscellaneous Charges applicable to such Tickets in Pounds Sterling and in cleared funds.
- The Company will not accept personal Credit Cards or Debit Cards for full or balance payments.
- The Company may, in its absolute discretion and subject to such terms and conditions as the Company may require, agree to provide the Tour Operator with a credit facility in respect of monies due for Tickets issued pursuant to this Agreement. If the Tour Operator fails to comply with the terms of any credit facility provided pursuant to this clause, the Company may:
- immediately withdraw the credit facility; and
- cancel any or all bookings made by the Tour Operator pursuant to this Agreement which remain unpaid at the date of the failure; and
- terminate this Agreement immediately by notice in writing to the Tour Operator, without payment of compensation.
- All sums payable by the Tour Operator pursuant to this Agreement are exclusive of VAT (if any) for which the Tour Operator is solely liable.
- Either party may terminate this Agreement at any time with a minimum of 1 month’s written notice.
- Either party may terminate this Agreement with immediate effect should the other
- become insolvent within the meaning of s23 of the insolvency Act 1986,
- be served with a winding up petition, bankruptcy petition, a notice of intention to appoint an administrator, go into liquidation, propose to make an arrangement with its creditors or any other steps are taken to enforce any encumbrance over all or part of the assets and / or undertakings of the party.
- a regulatory body or other authority lawfully requires the contract to be terminated or either party to cease arrangements of this nature or trading generally.
- The Company may terminate this Agreement immediately by written notice if:
- The Tour Operator is in material breach of any part of this Agreement or the Fare Rules relating to any fare.
- The Airline withdraws its approval of the Tour Operator at any time for any reason.
- The Tour Operator’s ATOL is suspended or cancelled.
- Termination of this Agreement for any reason shall be without prejudice to the rights and remedies of either party which may have accrued up to the date of termination.
- Neither the Company nor the Airline will be liable to the Tour Operator for any Losses arising out of or in connection with this Agreement or any other contract in contract, tort or breach of statutory duty however so arising with the exception of death, personal injury or any other liability that cannot be excluded by English Law.
- The Tour Operator shall keep the Company indemnified against all invoices, claims or ADMs received from the Airline resulting from any act or omission of the Tour Operator.
- This Agreement, the Fare Rules, Conditions of Carriage together with the documents expressly referred to in this Agreement shall constitute the entire agreement between the parties relating to its subject matter and shall override any prior agreements, correspondence or statements relating to them (including, without limitation, any statements or representations in any advertisements or literature produced by the Company or any Airline In the event of any conflict between the Agreement, the Fare Rules and the Conditions of Carriage then the documents shall have the following descending priority (i) Conditions of Carriage, (ii) the relevant Fare Rules. (iii) this Agreement (iv) documents expressly referred to in this Agreement.
- References to any statute or statutory provision shall include (i) any subordinate legislation made under it, (ii) any provision which it has modified or re-enacted (whether with or without modification), and (iii) any provision which subsequently supersedes it or re-enacts it (whether with or without modification).
- Nothing in this Agreement shall create or be deemed to create a partnership, agency, joint venture, relationship of employer and employee or similar relationship between the parties.
- The rights and remedies of either party in respect of this Agreement shall not be diminished, waived or extinguished by the granting of any indulgence, forbearance or extension of time granted by such party to the other nor by any failure of, or delay by the said party in ascertaining or exercising any such rights or remedies. The waiver by either party of any breach of this Agreement shall not prevent the subsequent enforcement of that provision and shall not be deemed to be a waiver of any subsequent breach of that or any other provision.
- Notices sent under this Agreement should be in writing in English and may be served by personal delivery, first class post or email. Posted notices will be deemed to have been delivered the next Working Day after posting. Emailed notices and personal deliveries will be deemed to have been delivered on the day of transmission or delivery (if a Working Day) or the next Working Day after transmission or delivery (if not a Working Day). Notices to the Company shall be sent to:
Aviate Management Ltd,
World House, Cheshire Oaks, Ellesmere Port, CH65 9HQ
- If any provision of this Agreement is ruled to be invalid for any reason, that part of the Agreement which is ruled to be invalid shall not form part of this Agreement and such invalidity will not affect the rest of this Agreement which will remain valid and enforceable in all respects.
Additional terms relating to Nett Inclusive Tour Fares
- Tour Operators may only market or sell on Nett Inclusive Tour Fares when they form part of a Package for leisure travel originating in the UK.
- Whilst the Company recognises that some passengers travel alone for leisure purposes, disproportionate numbers of bookings for single passengers will be investigated and if the Tour Operator is found in breach of Schedule A Clause 1 above the Company reserves the right to terminate the Agreement in accordance with Clause 39(a).
- The Tour Operator shall not sell the Nett Inclusive Tour Fares to a Group.
- The price of the air travel involved in any Package incorporating any Nett Inclusive Tour Fare must not be stated separately to consumers but incorporated within the Package price in the Tour Operator’s brochures, on-line advertisements and promotions.
- If the Tour Operator books on behalf of a passenger an itinerary where an international sector in a premium cabin is combined with an international sector in a standard cabin and the standard cabin sector goes unused, the transaction may be treated as Unauthorised Distribution.
- Unaccompanied children under the age of 16 shall not be permitted to travel at Nett Inclusive Tour Fares
Additional terms relating to Group Nett Fares
Please refer to the terms and conditions of the specific Airline conveying each passenger on the Group booking which should be read in conjunction with these Terms and Conditions and will prevail where contradictory.
- Seats at Group Nett Fares are subject to availability and valid only if the minimum Group size is met, as defined within the “Definitions” stated within this Agreement.
- Each passenger must always have at least one common sector with the main Group to be included in the Group and therefore be subject to the Group Nett Fare.
- Group Nett Fares may be amended by the Company due to increases in third party charges.
- The Airline does not guarantee that any seats at Group Nett Rates will be made available until the Tour Operator has paid a deposit to the Company who will determine the amount and Deposit Due Date. Until such time the Company may amend, change or withdraw any quote.
- The Tour Operator shall pay the deposit for the Group Nett Fares in full and cleared funds to the Company prior to the date notified to the Tour Operator by the Company (“Deposit Due Date”). If payment is not received by the Deposit Due Date, space held can be cancelled without referral.
- Payment of the deposit constitutes acceptance of the terms and conditions detailed in this agreement and the Condition of Carriage
- The Tour Operator shall pay the balance for the Group Nett Fares in full and cleared funds to the Company prior to the date notified to the Tour Operator by the Company (“Balance Due Date”).
- Prior to the Deposit Due Date the number of passengers may be amended without charge provided that the amount of individuals continues to constitute a Group and subject to the Company reserving the right to alter the Group Nett Fare.
- If the number of passengers are reduced between Deposit Due Date and the Balance Due Date, the deposit for each cancelled seat may be forfeit depending on the specific terms and conditions of the Airline.
- If after the Balance Due Date the size of the Group booking is decreased the Tour Operator will incur full cancellation charges.
- If the Group booking size is reduced below the number of passengers that constitute a Group, the Group Nett Fare will no longer be valid for those passengers and a Published Fare will be charged to the Tour Operator.
- If the Tour Operator requests an increase in the passengers to be included in the Group booking the Company will use its reasonable endeavours to accommodate the request, subject to availability and any adjustment in the Group Nett Fare.
- The Company accepts no responsibility for non-receipt of cancellation or alteration notifications from the Tour Operator. The onus is on the Tour Operator to ensure that the request has been received by the Company.
- Any deviations permitted by the Airline will be subject to availability, a review of the Group Nett Fare and any increase in taxes and other charges.
- Deviations are not permitted post departure.
- Re-routing is not permitted.
- Prior to ticketing the Tour Operator may request an upgrade or downgrade for any number of the passengers in the Group, subject to Airline availability and a review of Group Nett Fares, taxes and Miscellaneous Charges where the passenger remains on the original flight.
- Neither upgrades or downgrades are permitted post departure
- If the Tour Operator is permitted by the Airline to make an amendment to the date, flight, or reservation for the entire Group after the Deposit Due Date and prior to Balance Due date, such an amendment may be subject to an increase in the Group Nett Fare and a Miscellaneous Charge.
- The Tour Operator must inform the Company of all passenger names and any other requested information pertaining to the passengers required by the Airlines or the Law governing the Airline, Country of departure or arrival no less than 7 days prior to the departure date of the first flight sector or earlier as required by the Airlines (“the Naming Date”). If booking after the Naming Date the information must be supplied at the time of booking in order to avoid cancellation without referral or compensation.
- Name Corrections, if permitted by the Airlines, may incur a Miscellaneous Charge