B2B Group Travel Limited – Wholesale Supply Terms and Conditions of Contract for B2B Operator Bookings

 

Between

B2B Group Travel Limited, a company registered in England and Wales under company number 7080769 whose registered office is 36 Old Jewry, London EC2R 8DD (“B2B Group Travel, we, us, our”), &

The Operator detailed on B2B Group Travel’s Order Form/Booking Details (“The Operator, you, your”) each referred to in this contract as a “Party”, or together as “the Parties”.

BACKGROUND:

B2B Group Travel’s services and prices are confidential and are provided to you only in a business-to-business capacity. We act as a wholesaler always and do not enter into consumer contracts.

This Contract governs any reservation for accommodation, transport, services, amenities and/or facilities (“Services”) and the terms on which we authorise you to make onward sales of those Services.

The parties agree as follows:

 

1. BOOKINGS

1.1 The Operator may request Services with B2B Group Travel by accepting our order form and quote in writing, but the contract between us is formed when:

(a) B2B Group Travel receives the Operator’s written and signed copy of the order form and;

(b) B2B Group Travel receives from the Operator the non-refundable deposit amount as set out on the order form.

1.2 Each order form accepted by B2B Group Travel shall constitute an individual contract between B2B Group Travel and The Operator (“Booking”). Each such Booking shall be subject to the terms and conditions set out in this Contract.

1.3 This Contract shall override any contrary different or additional terms or conditions (if any) contained on or referred to in an order form, document, correspondence or website terms/information from the Operator and no additional alteration or substitution of this Contract will bind B2B Group Travel or form part of any Booking unless they are expressly accepted in writing by B2B Group Travel.

 

2. PRICE & PAYMENT

2.1 The Operator shall pay the deposit, balances due and any amendment fees applicable in the amounts as set out on the B2B Group Travel initial order form or later agreed amendments to the order form, as applicable, for example should the initial number of participants change etc. If any payments due are not received by B2B Group Travel by the dates stated on the order form B2B Group Travel will be entitled to assume the Operator does not wish to continue with the booking. The booking will then be cancelled by B2B Group Travel and any monies paid retained by B2B Group Travel without refund.

2.2 Payment shall be made by the Operator to B2B Group Travel’s Sterling Account bank details as set out on the order form. Payment by this method must clearly state the invoice and booking reference number to which it refers.

2.3 B2B Group Travel shall have the right to charge the Operator interest on any outstanding sum due under the Contract from the date on which such sum was due until actual payment at the rate of 8 per cent.

2.4 B2B Group Travel shall be entitled to charge the Operator a surcharge in the event of a fluctuation in exchange rates or in the event of the imposition or increase of any dues, levies or taxes or fees arising from the result of governmental action (including, but without limitation, an increase in VAT).

 

3. OBLIGATIONS OF THE OPERATOR

The Operator undertakes and warrants to B2B Group Travel that it shall:

(a) ensure that its obligations under this Contract shall be performed by competent persons with appropriate levels of qualification and experience and with reasonable diligence, skill and care;

(b) not at any time do, authorise or permit any act or omission which in any way shall alter, harm, misuse or bring into disrepute, impair or adversely affect the intellectual property rights ore reputation of B2B Group Travel;

(c) not perform its obligations under this Contract in any manner which is inconsistent with this Contract and which in the reasonable opinion of B2B Group Travel is prejudicial to the reputation of B2B Group Travel;

(d) comply with all relevant laws, regulations and any requirements of any regulatory, governmental or quasi-governmental body or agency.

 

4. COMPLAINTS

4.1 Without prejudice to the remainder of this clause 4, B2B Group Travel endeavours to provide the Services to a reasonable standard. However, should The Operator or any of its customers encounter any issue or problem with the Services; The Operator must contact B2B Group Travel immediately who will endeavour to assist. All such issues or problems must also be raised directly with the third-party supplier(s) at the time of arising, to enable investigations to take place and remedies (where possible / appropriate) to be implemented.

4.2 The Operator accepts that it is liable directly to its customers for the proper performance of the obligations arising from The Operator’s contract with its customers.

4.3 In the event of a complaint being made to The Operator by any of its customers in accordance with the above, relating to B2B Group Travel and the inadequacy or non-provision of the Services, The Operator must notify B2B Group Travel in writing of any such claim or complaint immediately upon receipt.

4.4 Following investigation, B2B Group Travel shall advise The Operator of its decision and/or the amount of compensation(s) agreed (if any) to The Operator in writing. B2B Group Travel shall pay such amounts to The Operator as agreed between the parties. It is understood that The Operator shall not deduct the amounts relating to compensations from payments due by The Operator in accordance with clause 3, except where expressly agreed between the parties in writing.

4.5 The Operator acknowledges and accepts that B2B Group Travel is under no obligation to honour any compensation already proposed or granted by The Operator to its customer.

 

5. CANCELLATION BY THE OPERATOR

5.1 The Operator may cancel the Booking at any time before the services have begun, but all cancellations in full or in part are subject to the below.

5.2 If the Operator cancels the Booking, fails to start the Booking, or changes or reduces the number of participants, B2B Group Travel shall be entitled to make the following charges: –

1. a) In the case of cancellation prior to the cancellation deadline as set out on the order form, B2B Group Travel shall be entitled to retain the deposit paid by the Operator under clause 2 above plus any irrecoverable prepayments that were required to be made; or
2. b) In the case of cancellation by the Operator after the cancellation deadline as stated in the booking confirmation or if the Operator fails to start the Services without any notification to B2B Group Travel or without any cancellation notice, B2B Group Travel shall be entitled to charge the Operator in full for the services.

5.3 Should the Operator only cancel some of the participants on the Booking after the cancellation deadline stated on the booking confirmation B2B Group Travel shall be entitled to charge the Operator in full for those participants.

 

6. CANCELLATION BY B2B GROUP TRAVEL

6.1 B2B Group Travel shall be entitled to cancel any Booking by giving notice to the Operator at any time if the Operator has failed to make any payment under the terms of this Contract or if the Operator has failed to make a payment under the terms of any other contract with B2B Group Travel.

6.2 In the event that B2B Group Travel cancels the Booking in accordance with the provisions of clause 6.1 above B2B Group Travel shall be entitled to retain any deposit paid by the Operator in accordance with clause 2 and claim from the Operator any costs incurred by B2B Group Travel to the date of cancellation in making arrangements for the provision of hotels or services under the terms of the Booking.

 

7. CANCELLATION OF THE BOOKING FOR REASONS BEYOND THE CONTROL OF B2B GROUP TRAVEL OR THE OPERATOR

7.1 Either B2B Group Travel or the Operator may cancel the Booking if the Services the subject of the Booking is rendered substantially different or is endangered or adversely effected by extraordinary circumstances which were not foreseeable when the contract was formed or by events which are beyond the reasonable control of either of the parties.

7.2 In the event of cancellation of the Booking by either B2B Group Travel or the Operator in accordance with clause 7.1 above, B2B Group Travel shall be entitled to claim from the Operator the costs incurred by B2B Group Travel in arranging for the provision of the Services under the terms of the Booking up to the date of cancellation.

 

8. LIABILITY

8.1 B2B Group Travel will not be responsible for any loss or damage incurred by The Operator that relates to any business activity; or which could not have been foreseen at the time The Operator made its booking considering the information The Operator gave to B2B Group Travel at that time.

8.2 In addition:

(a) B2B Group Travel shall not be liable to The Operator, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract; and

(b) B2B Group Travel’s total liability to The Operator for all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the cost of the affected booking as shown on the order form or invoice sent by B2B Group Travel to The Operator (or the appropriate proportion of this if not all of the Services are affected).

8.3 The Operator shall indemnify on demand B2B Group Travel in full against all losses, damages, liability, claims, costs, fines, penalties and expenses (including reasonable legal expenses whether or not proceedings are brought) awarded against or incurred or paid by B2B Group Travel as a result of or in connection with any breach of this Contract by The Operator; and/or any act by The Operator outside of the scope of this Contract or otherwise without the authority of B2B Group Travel. This indemnity will continue to apply after this Contract comes to an end for whatever reason.

8.4 B2B Group Travel reserves the right to change the Services which is the subject of the Booking at any time prior to departure of, or during, the Services if B2B Group Travel considers it necessary to do so in the light of bookings, availability or unforeseen circumstances arising.

8.5 Whilst all reasonable attempts have been made to ensure the accuracy of information provided by B2B Group Travel, such information provided to B2B Group Travel by its suppliers and as such B2B Group Travel cannot accept any responsibility for the accuracy of such information. B2B Group Travel will use all reasonable endeavours to notify the Operator of any changes to the hotels or facilities outlined in the Booking before commencement of the tour.

8.6 All Services operate subject to the minimum number of group participants and if such minimum number of participants is not achieved prior to any date stated on the booking confirmation B2B Group Travel reserves the right to either:

(a) treat the booking as cancelled in accordance with clause 6 of this Contract; or

(b) To re-cost the B2B Group Travelwith the revised number of participants;

(c) Charge the Operator as if the minimum number of participants had been achieved.

8.7 The Operator will ensure that all participants are aware that any optional excursions, trips or other similar events not part of the agreed order form/booking are undertaken by participants at their own risk and cost.

8.8 The Operator will ensure that participants are aware that neither B2B Group Travel nor any service supplier on the booking will be liable for any loss or damage caused by the participants directly or indirectly or deliberately or otherwise. Such losses or any damages to the supplier’s property etc. must be paid for by the participants directly to the relevant supplier during their stay and if not paid, B2B Group Travel will be entitled to obtain full payment from the Operator instead.

 

9. TERM AND TERMINATION

9.1 Without affecting any other right or remedy available to it, B2B Group Travel shall be entitled to terminate this Contract at any time without cause by giving not less than 30 days’ written notice to The Operator.

9.2 Without affecting any other right or remedy available to it, B2B Group Travel may terminate this Contract with immediate effect by giving written notice to The Operator if The Operator fails to pay any amount due under this 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.

9.3 Either party shall be entitled forthwith to terminate this Contract by giving written notice to the other if the other commits any material breach of this Contract and, if the breach is capable of remedy, fails to remedy it within fourteen (14) days after being given a written notice containing full particulars of the breach and requiring it to be remedied, or if the other goes into liquidation or administration, has a receiver appointed over any of its assets or enters into any voluntary arrangement with its creditors or ceases to carry on business.

 

10. CONSEQUENCES OF TERMINATION

10.1 Upon termination, any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination of this Contract shall remain in full force and effect.

10.2 Any termination of this Contract for any reason shall not affect any accrued rights, remedies, or liabilities of either party including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.

10.3 Upon any termination of this Contract for any reason each party shall, at the other’s request forthwith deliver up to the other all copies of any information and data supplied to it by the other party for the purposes of this Contract.

 

11. GENERAL TERMS APPLICABLE TO THE SERVICES

11.1 Special requests: B2B Group Travel supplies the Services to The Operator on a business to business basis. However, if any of The Operator’s customers have any special requests relating to any of the Services, The Operator should advise B2B Group Travel at the time of booking. B2B Group Travel will pass on all such requests to the third-party supplier(s) and will endeavour to ensure that they are met, however cannot guarantee that such special requests will be met and will have no liability to The Operator or its customers if they are not.

11.2 Accommodation Ratings and Standards: All ratings are as provided by the relevant third-party supplier(s). They are intended to give a guide to the services and facilities The Operator and its customers should expect from the Services. Standards and ratings may vary between countries, as well as between suppliers. B2B Group Travel cannot guarantee the accuracy of any ratings given.

11.3 Disability Service Requests: Any Disability Service Requests must be made, in writing to B2B Group Travel, prior to B2B Group Travel providing a quote for the Services. Any such requests made after B2B Group Travel has issued a quote, and not listed on the booking will not form part of the contract between B2B Group Travel and the Operator. B2B Group Travel will pass on any such requests but cannot guarantee that such requests will be met and will have no liability to The Operator or its customers if they are not.

11.4 Confirmation of final participant numbers: The Operator must confirm the final number of participants no later than the ‘Rooming List’ date stated on the order form – see also clause 5 above.

11.5 All amendments to bookings must be requested in writing to B2B Group Travel by the Operator.

 

12. TERMS ON WHICH WE AUTHORISE YOU TO SELL THE PRODUCT

12.1 B2B Group Travel authorises The Operator to make onward sales as principal and to act only in the following two ways: to sell Services to consumers by entering into a direct contract with them, as principal to that contract, or to sell onwards on a business to business basis as intermediary wholesaler (‘Principal Sales’). The Operator agrees to act as principal always when selling using either method. The Operator is not authorised to act as agent on behalf of B2B Group Travel or on behalf of the third-party suppliers.

12.2 In respect of all Principal Sales the Operator agrees: –

To ensure that any contract for any Services incorporates a set of booking conditions which clearly set out a contract between The Operator and the purchaser of any Services for the supply of the Services before The Operator confirms any booking.

To create and despatch contractual documentation in such a manner to ensure that it is clear to the purchaser of any Services that the contract is between The Operator and the purchaser of any Services.

Not to represent to any consumer that their arrangements will be protected by any means of financial protection for their forward payments and repatriation in respect of the Services, arranged by B2B Group Travel.

12.3 For the avoidance of doubt B2B Group Travel will never enter into a consumer contract for the sale of a ‘Package’ under the Package Travel, Package Holidays and Package Tours Regulations 1992 in relation to any Services sold under this Contract. You agree that all booking documentation employed by you in your subsequent sale of the Services will make clear that the purchaser’s contract is with you and not B2B Group Travel. Should B2B Group Travel become liable for any consumer claims under the Package Travel Regulations 1992, you agree to fully indemnify us in accordance with this clause and the remainder this Contract.

 

13. TIME LIMITS FOR CLAIMS AND PROCEEDINGS

13.1 Any claim under the provisions of these Conditions shall be notified by the Operator to B2B Group Travel in writing within 30 days after the end of the Services. If such claims are not made within this period, then B2B Group Travel shall have no liability for such defect or failure.

13.2 B2B Group Travel shall not be liable to the Operator in respect of any claim, if proceedings to enforce the claim are not started by no later than 6 months after the day on which the Services should have ended under the terms of the Booking.

 

14. REGULATIONS REGARDING PASSPORTS, VISAS, CUSTOM DUTIES, FOREIGN CURRENCIES, HEALTH & TRAVEL INSURANCE

The Operator is responsible for the compliance by its clients with regulations in force in the visited countries regarding passports, visa, customs duties, foreign currencies and health. The Operator is also responsible in ensuring that the participants on the booking take out adequate travel insurance to meet their personal needs and any specific medical or other private property requirements. The Operator shall bear all liabilities arising from the failure by the participants to comply with such regulations or insurance requirements and B2B Group Travel shall bear no liability or responsibility whatsoever in such circumstances

 

15. GENERAL

15.1 Any typographical, clerical or other error or omission in any brochure, quotation, price list, confirmation of offer, invoice or other document or information issued by B2B Group Travel shall be subject to correction without any liability on the part of B2B Group Travel.

15.2 The Operator shall not be entitled to assign this Booking or any rights or obligations arising under the terms of this Booking to any third party.

 

16. CONFIDENTIALITY

The parties agree to keep confidential the contents of this Contract and any confidential information relating to B2B Group Travel or The Operator, save for any information which is in the public domain, otherwise than through the wrongful disclosure of either party or which is required to be disclosed by law.

 

17. NO PARTNERSHIP / JOINT VENTURE / AGENCY

This Contract shall not operate to create a partnership or joint venture of any kind between the parties. Nothing contained in this Contract shall be so construed as to constitute either party to be the agent of the other. Neither party shall have any authority to make any commitments on the other party’s behalf.

 

18. DATA PROTECTION

Each party warrants that it will duly observe all its obligations under any relevant data protection and privacy legislation which arise in connection with this Contract.

 

19. FORCE MAJEURE

19.1 Neither party shall be liable for failure to perform its obligations under this Contract if such failure results from acts, events, omissions or happenings beyond its reasonable control including, without limitation, any Act of God, natural disaster, fire, insurrection, war or other hostilities, riots, civil commotion, embargoes, the requirements or regulations of any civil or military authority, explosion, accident, industrial dispute (other than that between the affected party and its employees), transportation or communication problems or any incident which is similar in nature or effect to any of the foregoing (a “Force Majeure Event”).

19.2 Each of the parties hereto agree to give notice forthwith to the other upon becoming aware of a Force Majeure Event, such notice shall contain details of the circumstances giving rise to the Force Majeure Event and shall take all reasonable steps to mitigate the effect of the Force Majeure Event.

19.3 If by clause 20.1, the affected party shall be excused the performance of any obligation under this Contract for a continuous period of ninety (90) days, then the other party may at any time thereafter, and provided that such performance or punctual performance is still excused, terminate this Contract immediately by written notice to the affected party.

 

20. NOTICES

20.1 Any notice to be given under this Contract shall either be delivered personally or shall be sent by first class recorded delivery post (airmail if overseas).

20.2 The address for service of each of the parties shall be its address stated above or any other address for service previously notified to the other party. A notice shall be deemed to have been served as follows:

(a) if personally delivered, at the time of delivery;

(b) if posted, at the expiration of 48 hours or (in the case of airmail) 7 days after the envelope containing the same was delivered post-paid into the custody of the postal authorities.

 

21. RIGHTS OF THIRD PARTIES

A person who is not a party to this Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Contract but this shall not affect any right or remedy of a third party which exists or is available apart from that Act.

 

22. MICELLANEOUS

The Operator may not assign, transfer, charge or otherwise dispose of all or any of its rights or obligations under this Contract without the express prior written consent of B2B Group Travel.

 

23. JURISDICTION AND SEVERABILITY

23.1 This Contract shall be construed, and any dispute between parties determined, under the laws of England and Wales. Disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

23.2 If any provision in this Contract should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent or severed from this Contract if no such modification is possible, and other provisions of this Contract shall remain in full force and effect.

 

B2B Group Travel – Wholesale B2B Operator Conditions. Version 11, October 2022