Terms & Conditions
1. Interpretation
1.1 Definitions:
Account Application: is the form and process to be completed by the Client and confirmed and approved by GTM which sets up the Client account and the agreed payment/credit facilities and initial transaction fee rates (which are subject to adjustment under clause 6).
Account Client: a Client who has completed the Account Application and GTM has opened a Client account and set up agreed payment/credit facilities and initial transaction fee rates (which are subject to adjustment under clause 6).
Business Day: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
Conditions: these terms and conditions as amended from time to time in accordance with clause 16.
Contract: the contract between Good Travel Management Limited (GTM) Company Registration Number 00994164, and the Client for the supply of Travel Arrangement Services in accordance with the these Conditions and Schedule 1.
Client: the person or firm who purchases Travel Arrangement Services from GTM.
Client Default: has the meaning set out in clause 5.2.
Documentation: all travel documents, passports, visas, traveller’s cheques, cash, tickets, information lists, management information, correspondence and forms associated with the Service, and any other aids which convey information relevant to the Travel Arrangement Services.
Order: a Non-Account Client’s order for Travel Arrangement Services as set out in the Non-Account Client’s purchase order form or the Non-Account Client’s written acceptance of a quotation by GTM, as the case may be.
Intellectual Property Rights: all patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Late Payment Administration Fee: a fee which covers GTM’s administration costs incurred in recovering a late payment.
Non-Account Client: any client who has has not been approved by GTM for credit account facilities.
Passenger: any passenger in respect of whose travel GTM provides the Travel Arrangement Services on the instructions of the Client.
Service Start Date: the start of the provision of services in accordance with clause 2.1 for Account Clients or clause 2.2.2 for Non Account Clients.
Travel Arrangement Services: the provision of travel booking and related service requirements to be carried out by GTM in accordance with the provisions of the Contract including making travel bookings on your instruction, planning and management of travel bookings, obtaining and delivering tickets for travel by road, rail, sea and air, hotel, car hire bookings and the provision of ancillary related services and Documentation.
Third Party Suppliers: includes 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 Products: the travel products booked by GTM as part of the Travel Arrangement Services, to include air tickets, rail tickets, hotel bookings and car hire bookings.
1.2 Interpretation:
(a) A reference to legislation or a legislative provision:
(i) is a reference to it as amended, extended or re-enacted from time to time; and
(ii) shall include all subordinate legislation made from time to time under that legislation or legislative provision.
(b) Any words following the terms including, include, in particular, for example or any similar expression, shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
(c) A reference to writing or written includes email.
2. Basis of contract
2.1 Account Clients – the Contract shall come into existence at the time the Account Client completes the Account Application, it is approved by GTM and the Client accept these Conditions by agreeing to these conditions as part of the Account Application process (Service Start Date).
2.2 Non Account Clients:
2.2.1 the Order constitutes an offer by the Non-Account Client to purchase Travel Arrangement Services in accordance with these Conditions;
2.2.2 the Order shall only be deemed to be accepted when GTM issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Service Start Date).
2.3 Any samples, drawings, descriptive matter or advertising issued by GTM, and any descriptions or illustrations contained in GTM’s catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Travel Arrangement Services described in them. They shall not form part of the Contract or have any contractual force.
2.4 GTM does not warrant that the information it gives the Client in connection with the Travel Arrangement Services (or otherwise) is accurate. Any such information may be provided to GTM by its Third Party Suppliers. This information will be passed on to the Client accurately and within reasonable timescales. The Client shall check all Documentation for accuracy upon receipt and notify GTM should they discover any inaccuracies. GTM shall have no liability for any inaccuracies if the Client fails to report any inaccuracies within a reasonable timescale.
2.5 These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
3. Quotation
3.1 GTM cannot guarantee the availability of any Travel Product at the quoted price. All Travel Products are subject to price availability and changes prior to confirmation of the Client’s booking. All contracts relating to the purchase of any Travel Product under the Contract are made directly between the Client and the relevant Third Party Supplier and all such Travel Products are supplied subject to the terms of the Contract as well as the relevant Third Party Supplier’s then applicable terms and conditions.
4. Provision of services
4.1 With effect from the Services Start Date, GTM shall provide Travel Arrangement Services to the Client in accordance with this Contract.
4.2 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 GTM and the Client will be bound.
4.3 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, GTM 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 or in connection with any default or failure in any supply by any Third Party Supplier.
4.4 Third Party Suppliers will have their 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 apply to the Client in respect of any travel service booked pursuant to this Contract. To the extent of any inconsistency between a Third Party Supplier’s terms and conditions and the Contract, the Third Party Supplier’s terms and conditions shall prevail, save to the extent that any provision in the Third Party Supplier’s terms and conditions is deemed to be invalid or unenforceable.
4.5 Third Party Suppliers will be recognised on the relevant Documentation 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, the Client can ask GTM for copies. The Client must read all applicable Third Party Supplier’s terms and conditions thoroughly because in every case they will apply to the provision of any travel services.
4.6 For the purposes of the Package Travel and Linked Travel Arrangements Regulations 2018 (PTR) the parties agree that this Contract is a general agreement for the booking of travel arrangements in connection with the Client’s trade, business, craft or profession. Therefore, Travel Arrangement Services provided under this Contract are consequently outside the scope of the Package Travel and Linked Travel Arrangements Regulations 2018, the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 and any scheme of financial protection operated by ABTA. It may be the nature of the services GTM provide lead to the application of PTR but only if this is specified in any quote and subsequent invoice.
4.7 If pursuant to clause 4.9 GTM agrees to provide services as a principal, the financial protection provided by ABTA may apply. GTM will advise the Client prior to any booking if this is to apply.
4.8 In providing Travel Arrangement Services, the Client acknowledges and agrees that GTM acts as an agent only for the Client for the relevant transport, accommodation or other related service (collectively “Travel Service”). GTM’s obligation to the Client is to (and the Client expressly authorise GTM 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 GTM, will be responsible to the Client for the provision of the relevant service. Any other services GTM may provide are ancillary to it’s agency status and are separate to the actual provision of any Travel Service. The Client’s legal recourse for Travel Services is against the relevant Third Party Supplier and, except to the extent a problem is caused by fault on GTM’s part, not against GTM. Specifically, if for any reason (excluding fault on GMT’s part), any Third Party Supplier is unable to provide the relevant Travel Service, the Client’s remedy lies against the Third Party Supplier and not with GTM.
4.9 Without prejudice to clause 4.7, GTM may provide some services as a principal including, but without in any way limiting or fettering GTM discretion as to the nature and scope of the services, arranging travel packages to and accommodation at exhibitions and events. GTM will advise the Client prior actual booking if it is to act in this capacity.
4.10 GTM is a member of the International Air Transport Association (IATA), the Business Travel Association and holds an Air Travel Organisers Licence.
4.11 GTM 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.
4.12 GTM 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.
4.13 GTM shall use reasonable endeavours to provide the Travel Arrangement Services in accordance with the Contract in all material respects.
4.14 GTM 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 GTM shall notify the Client in any such event.
4.15 The forwarding of special requests by the Client or Passenger with special needs or requirements does not guarantee that GTM can meet such special needs or requirements.
5. Clients obligations
5.1 The Client shall:
5.1.1 ensure that the terms of the Order and any instructions for bookings or otherwise issued by or on its behalf are complete and accurate;
5.1.2 co-operate with GTM in all matters relating to the Travel Arrangement Services;
5.1.3 provide GTM in a timely manner all documents, information, items and materials in any form or otherwise reasonably required by GTM in connection with the Travel Arrangement Services and ensure that they are accurate in all material respects;
5.1.4 be responsible for Documentation and paying all charges including pre-paid tickets charges, rush tickets deliveries, invoice/ticket reprints, penalties, waivers, cancellation charges, airline service fees, 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 of GTM or a breach of this Contract by GTM;
5.1.5 be responsible for checking, arranging, and obtaining any necessary passport and visa requirements of any Passenger for the Passenger’s intended travel;
5.1.6 obtain and maintain all necessary licences and consents and comply with all relevant legislation as required to enable GTM to provide the Travel Arrangement Services; and
5.1.7 pay promptly in accordance with clause 6.
5.2 If GTM’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):
5.2.1 GTM 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 GTM’S performance of any of its obligations;
5.2.2 GTM shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from GTM’s failure or delay to perform any of its obligations due to the Client Default; and
5.2.3 the Client shall reimburse GTM on written demand for any costs or losses sustained or incurred by GTM or any Third Party Suppliers arising directly or indirectly from the Client Default.
5.3 Loyalty and Frequent Traveller The Client shall provide membership details (or other applicable loyalty program details) at the time of booking or within a traveller profile GTM holds. The Client shall check the loyalty program for the specific terms of its membership and participation. GMT is unable to ensure that the Third Party Supplier will credit the Client with points for any booking and GTM accepts no liability if the Third Party Supplier does not. Some travel services and fares do not qualify for rewards. It is the Client’s responsibility to check the individual reward programme for details. If the Client requires GTM to try and address any loyalty programme discrepancies linked to a booking, such discrepancies and requests from the Client must be communicated in writing to GTM within one month of the flight departure date.
5.4 Travel Corporate Reward The Client shall provide details of 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. The Client shall ensure the appointment of GTM to monitor and offset any accrued points in agreement with the Client’s travel policy rules and guidelines. GTM cannot and does not guarantee that the Third Party Supplier will credit the Client with points for any booking and GTM accepts no liability if the Third Party Supplier does not. Some travel services and fares do not qualify for rewards. It is the Client’s responsibility to check the individual loyalty scheme for details. Any loyalty program discrepancies in relation to a booking must be communicated to GTM within one month of the flight departure date.
5.5 Passport & Visas All Passengers 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 pages available. For international travel bookings, GTM presumes that all Passengers on the booking have a valid passport. If this is not the case the Client must inform GTM immediately. It is critical to make sure Passengers 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 the Client’s sole responsibility (except to the extent caused by fault on GTM’s part or such liability cannot be excluded at law).
5.6 In the event the Client requires guidance regarding visas, passports, and other travel document requirements in relation to a trip, it should inform GTM. GTM can provide the Client with general information on visa and passport requirements that apply to international travel bookings a Client makes with GTM. Furthermore, GTM are able to obtain more specific information from our external visa advisory service provider at the Client’s request and expense (and GTM can obtain visas for a Passenger through an external service and fees will apply). GTM does not warrant the accuracy of visa and passport information provided by any external service and GTM accepts no liability for any loss, damage, cost or expense which the Client or Passenger may suffer in reliance on it (except to the extent caused by fault on GTM’s part or such liability cannot be excluded at law).
5.7 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 a Passenger has registered before, it is the responsibility of the Passenger to check its registration is valid and has not expired. If a Passenger does not meet the eligibility requirements they may be required to obtain a visa.
5.8 Travel advice GTM does not provide travel destination advice as part of the Travel Arrangement Service. The Client must seek its own advice from a relevant provider including the Foreign Commonwealth & Development Office (FCDO) or the ABTA Information department. On request, GTM may in good faith provide the Client with more specific travel destination information for which GTM reserves the right to charge, always giving prior notice of such charges before being incurred. GTM does not warrant the accuracy of any such information provided by GTM or any external service because travel destination situations and advice given regarding travel destination can change rapidly therefore GTM accepts no liability for any loss, damage, costs or expenses which the Client or Passenger may suffer in reliance on it (except to the extent it is caused by fault on GTM’s part or such liability cannot be excluded at law).
5.9 Health The Client must ensure that it is aware of both health requirements and precautions in relation to the relevant destination country the Passenger is traveling to. Passenger’s must carry all essential vaccination documentation. Failure to present required vaccination documents (e.g. NHS Covid Pass, or Yellow Fever vaccination certificate) can restrict entry into any country, or invalidate travel insurance cover. GTM recommends that a Passenger consult with it’s local doctor, travel medical service or specialist vaccination clinic before commencing travel. On request, GTM can in good faith provide with more specific information in this regard for which GTM reserves the right to charge, always giving prior notice of such charges before being incurred. GTM does not warrant the accuracy of any such information provided by GTM or any external service because travel health situations and advice given regarding travel destination health advice can change rapidly therefore GTM accepts no liability for any loss, damage, costs or expenses which the Client or Passenger may suffer in reliance on it (except to the extent it is caused by fault on GTM’s part or such liability cannot be excluded at law).
5.10 Events Management For certain events, GTM may employ travel representatives to be present at the event to assist and facilitate Client attendance. Such representatives may offer advice and information but GTM does not warrant the accuracy of any such information or assistance provided by GTM and accepts no liability for any loss, damage, costs or expenses which the Client or Passenger may suffer in reliance on it (except to the extent it is caused by fault on GTM’s part or such liability cannot be excluded at law).
6. Price and Payment
6.1 Transaction fees are payable by the Client for the Travel Arrangement Services. The transaction fees for Account Clients are agreed in the Account Application and subject to clause 6.2 and 6.3. The transaction fees for Non-Account Clients are as set out in the Order.
6.2 GTM may review the transaction fees annually and may increase the transaction fees on an annual basis with effect from 1 January each year. GTM shall give the Client notice in writing of any such increase.
6.3 GTM shall notify the Client if there is an increase to the underlying costs for the provision of the Travel Arrangement Services or Travel Products, including, any changes to the tax regime affecting Travel Arrangement Services or Travel Products of which GTM becomes aware. GTM shall be entitled to adjust the transaction fees to accommodate any such increase and shall give the Client 30 days’ notice in writing of any such adjustment in the transaction fees.
6.4 GTM reserve the right to request advance payment, full payment in advance or adequate security for performance of any payment.
6.5 The Client shall pay to GTM on demand all costs (including payment for Travel Products), fees (including transaction fees), taxes etc invoiced by GTM to the Client in respect of the Travel Arrangement Services and items contracted with Third Party Suppliers.
6.6 For Account Clients all monies due shall be payable as agreed in the Account Application. GTM reserves the right to decline, reduce the Client’s credit limit or withdraw credit account facilities. In the event that credit account facilities are not agreed or are withdrawn by GTM (at its discretion) then GTM reserves the right to request an advance payment from the Account Client in respect of all contracts to be entered into on behalf of the Account Client. Upon the withdrawal of credit account facilities, all monies outstanding to GTM will become immediately due and payable.
6.7 GTM shall invoice in accordance with the agreed invoicing terms set out on the Account Application (as may be adjusted by GTM under this clause) and the Account Client shall pay each invoice in accordance with the agreed payment terms set out on the Account Application. GTM may withdraw any favourable payment terms and revert the Account Client to its standard payment terms of seven days and the Client agrees to adjust it’s direct debit mandate accordingly at any time on written notice to the Account Client.
6.8 For all Non-Account Client’s, GTM shall invoice on or at any time after performance of the Travel Arrangement Services and the Non-Account Client shall pay each invoice within seven days of receipt of the invoice.
6.9 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 GTM to the Client.
6.10 No payment shall have deemed to have been received until GTM have received cleared funds in sterling (unless GTM agrees to an alternative currency) by telegraphic transfer. In the event that any payments are returned by the Client’s bankers as unpaid, the Client will indemnify GTM in respect of any charges incurred. Time for payment shall be of the essence of the Contract.
6.11 All amounts payable by the Client under the Contract are, where applicable 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 (VAT). Where any taxable supply for VAT purposes is made under the Contract by GTM to the Client, the Client shall, on receipt of a valid VAT invoice from GTM, pay to GTM such additional amounts in respect of VAT 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
6.12 Corporate credit card payments will be taken at time of booking/invoicing and will incur merchant charges. The Client authorises GTM to charge all fees incurred by the Client in relation to the services provided to the card designated by the Client. If payment is not received from the card issuer or its agents for any reason, the Client agrees to pay to GTM all amounts due immediately on demand. The Client indemnifies GTM against any loss, damage, claim, expenses or costs that GTM incurs due to any fraudulent use or otherwise of that credit card.
6.13 For Account Clients, credit accounts must be settled in accordance with the terms and conditions set out the Client’s credit account approval. GTM will provide an invoice for each service at the time of booking, or flexible solutions requested by the Client. The Client authorises GTM to conduct credit checks and references prior to approving a credit account. Credit accounts may be settled by direct debit or bank transfer.
6.14 Third party credit providers such as lodged accounts must be settled in accordance with the terms and conditions set out in the Client’s account application approval form supplied and managed by GTM’s recommend third party credit providers. The Client’s account will be debited by the third party credit providers with: (a) charges; (b) any fees or service charges set out in the application agreement; and (c) any costs and expenses incurred in the collection of overdue amounts plus any cost incurred if the Client fails to comply with any of the terms and conditions of the said agreement. The Client is liable to the third party credit suppliers for all charges which appear on its statement. Transactions for which a refund is pending remain payable and the Client will be provided with a monthly statement detailing the balance on the account provided there has been activity or there is a balance on the account. GTM will provide an invoice for each Travel Product at the time of booking, or as otherwise requested by the Client charged to the Client’s travel account in association with the third party credit provider.
7. Cancellation and Refunds
7.1 In the event of cancellation of any Travel Product, GTM will, to the extent permitted, request refunds for unused or partially used tickets in line with the relevant Third Party Supplier’s terms and conditions then in force. Any refunds received from Third Party Suppliers will be credited to the Client’s account in accordance with GTM’s standard procedures.
7.2 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 6 above.
7.3 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 GTM from the Third Party Supplier.
7.4 Without prejudice to the generality of clauses 7.1 and 7.3 above, the Client acknowledges and agrees that:
7.4.1 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
7.4.2 some tickets are non-refundable or cannot be altered, and that any refunds made may be liable to fees levied by either GTM and/or the Third Party Supplier; and
7.4.3 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 GTM at the time of booking.
8. Late Payments
8.1 Without prejudice to any other right or remedy available to GTM, if the Client fails to pay GTM any sum due under the Contract by the due date:
8.1.1 the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 8.1.1 will accrue each day at 4% a year above the Bank of England’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%;
8.1.2 the Client shall pay the Late Payment Administration Fee;
8.1.3 GTM may suspend all or part of the Travel Arrangement Services until payment has been made in full;
8.1.4 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 Client;
8.1.5 as an alternative to clause 8.1.1, GMT shall be entitled to claim interest on late payments from the Client pursuant to Late Payment of Commercial Debts (Interest) Act 1998; and
8.1.6 GTM reserves the right to claim any expenses incurred in the collection of the unpaid overdue amount together with any charges GTM may incur from Third Party Suppliers as a result of the Client’s late payment.
8.2 GTM reserves the right to suspend any reduction, discount or income due to the Client under the Contract if payments are not made in accordance with this Contract.
8.3 The Client shall be responsible for all bank charges it may incur when making payment to GTM together with any bank charges GTM may incur here GTM is making payments on the Client’s behalf.
9. Intellectual Property Rights
9.1 All Intellectual Property Rights and all other rights in any and all documents, products and materials developed by (or on behalf of) GTM in relation to the Travel Arrangement Services, including, without limitation, any written document, drawing, map, plan, software, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form (including drafts) shall be owned by GTM. GTM hereby grants to the Client a fully paid-up, non-exclusive, royalty-free, non-transferable licence for the duration of the Contract to use and copy the Intellectual Property Rights in any and all documents, products and materials developed by (or on behalf of) GTM in relation to the Travel Arrangement Services provided under this Contract.
10. Limitation of Liability – the Client’s attention is PARTICULARLY drawn to this Clause.
10.1 References to liability in this clause include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
10.2 Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
10.2.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or
10.2.2 fraud or fraudulent misrepresentation; or
10.2.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
10.3 Subject to clause 10.2, GTM 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:
(a) loss of profits;
(b) loss of sales or business;
(c) loss of agreements or contracts;
(d) loss of anticipated savings;
(e) loss of use or corruption of software, data, or information;
(f) loss of damage to goodwill; and
(g) any indirect or consequential loss.
10.4 Subject to clauses 10.2 and 10.3, GTM’s total liability to the Client for all liability arising under or in connection with the Contract, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise shall not exceed:
10.4.1 for Account Clients, the total charges paid by the Account Client in the 12 months preceding the claim; or
10.4.2 for Non-Account Client’s, an amount equal to the amount to be paid by the Client to GTM under the relevant Order.
10.5 GTM has given commitments as to compliance of the Travel Arrangement Services with relevant specifications in clause 4 (Provision of Services). In view of these commitments, the terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
10.6 GTM is entitled to benefit from a) any limitation of or exception to liability contained in the conditions of any Third Party Supplier and, where relevant, b) subject to the scheme of and limitation of liability contained in any relevant international convention which may apply as a matter of law.
10.7 This clause 10 shall survive termination of the Contract.
11. Insurance and Indemnification
11.1 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. If requested by the Client, GTM shall use all reasonable endeavours to assist the Client and/or the Passenger in obtaining such a policy of insurance from an insurer. The Client shall be responsible for paying any insurance premium. The Client agrees to make each and every Passenger aware of this insurance requirement.
11.2 The Client will indemnify, defend and hold harmless GTM and its affiliates, and their employees, directors, officers, agents and contractors and sub-contractors, against and from any losses, claims, costs, charges, expenses, proceedings or investigations arising out of or in connection with a breach of this Contract by the Client, including, without limitation, legal 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 GTM.
11.3 Without restricting the generality of anything contained in this Contract, GTM warrants that its staff, will, in the performance of the Travel Arrangement Services adhere to all applicable laws and regulations as well as to GTM’s internal rules and policies.
12. Verification
12.1 In order to verify GTM’s compliance with its obligations under this Contract, at any time or from time to time during GTM’s performance of the Travel Arrangement Services, the Client or a representative designated by it and reasonably acceptable to GTM, 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 GTM 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 GTM’s personnel familiar with, or responsible for, performing the Travel Arrangement Services. GTM 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
13.1 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:
13.1.1 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 30 days of that party being notified in writing to do so;
13.1.2 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;
13.1.3 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
13.1.4 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.
13.2 Without limiting its other rights or remedies, GTM may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under 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.
13.3 For Account Clients, without affecting any other right or remedy available to it, either party may terminate the Contract by giving the other party 3 months’ written notice.
13.4 Without limiting its other rights or remedies, GTM may suspend the provision of the Travel Arrangement Services under the Contract or any other contract between the Client and GTM if the Client becomes subject to any of the events listed in clause 13.1.2 to clause 13.1.4 or any event analogous to those listed in clause 13.1.2 to clause 13.1.4 in any jurisdiction in which the Client is incorporated or carried on business or GTM 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
14.1 On termination of the Contract for any reason:
14.1.1 the Client shall immediately pay to GTM all of GTM’s outstanding unpaid invoices and interest and, in respect of Travel Arrangement Services supplied but for which no invoice has been submitted, GTM shall submit an invoice, which shall be payable by the Client immediately on receipt;
14.1.2 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
14.1.3 clauses which expressly or by implication survive termination shall continue in full force and effect.
15. Waiver
15.1 In the event that GTM 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 GTM on any subsequent occasion.
16. Variation
16.1 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). GTM 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
17.1 The parties shall comply with their data protection obligations as set out in Schedule 1.
18. Force Majeure
18.1 Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control.
19. Confidentiality
19.1 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 19.2.
19.2 Each party may disclose the other party’s confidential information:
19.2.1 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; and
19.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory.
19.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
20. Entire agreement
20.1 This Contract 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.
20.2 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 Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
21. Severance
21.1 If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
21.2 If any provision or part-provision of the Contract is deemed deleted under clause 21.1 the Parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
22. No partnership or agency
22.1 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.
23. Assignment and other dealings.
23.1 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 GTM’s prior written consent.
23.2 GTM 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.
23.3 The Client shall notify GTM immediately in the event of a change of control of the Client.
24. Notices
24.1 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.
24.2 A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 24.1; 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.
24.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
25. Third parties
25.1 Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
26. Governing law
26.1 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with the law of England and Wales.
27. Jurisdiction
27.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.
28. Language
28.1 These conditions are drafted in the English language. If these conditions are translated into any other language, the English language version shall prevail.
28.2 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.
28.3 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.
SCHEDULE 1
Part 1
Data Protection
DEFINITIONS
Client Personal Data: any personal data which GTM processes in connection with this Contract, in the capacity of a processor on behalf of the Client.
Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR; the Data Protection Act 2018 (DPA 2018) (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a Party.
Domestic Law: the law of the United Kingdom or a part of the United Kingdom.
1. DATA PROTECTION
1.1 Both Parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule is in addition to, and does not relieve, remove or replace, a Party’s obligations or rights under the Data Protection Legislation.
1.2 The Parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and GTM is the Processor. Schedule 1 Part 2 sets out the scope, nature and purpose of processing by GTM, the duration of the processing and the types of Personal Data and categories of Data Subject. Should the determination in this paragraph change, the parties shall use all reasonable endeavours make any changes that are necessary to this Schedule 1.
1.3 Without prejudice to the generality of paragraph 1.1, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Client Personal Data to GTM and/or lawful collection of the Client Personal Data by GTM on behalf of the Client for the duration and purposes of the Contract.
1.4 Without prejudice to the generality of paragraph 1.1, GTM shall, in relation to any Personal Data processed in connection with the performance by GTM of its obligations under the Contract:
(a) process that Client Personal Data only on the documented instructions of the Client, which shall be to process the Client Personal Data for the purposes set out in this Schedule 1, unless GTM is required by Domestic Law to otherwise process that Client Personal Data (Purpose). Where GTM is relying on Domestic Law as the basis for processing Client Personal Data, GTM shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits GTM from so notifying the Client;
(b) implement appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Client Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, which the Client has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
(c) ensure that all GTM personnel engaged and authorised by GTM to process Client Personal Data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
(d) assist the Client insofar as this is possible (taking into account the nature of the processing and the information available to GTM), and at the Client’s cost and written request, in responding to any request from a data subject and in ensuring the Client’s compliance with its obligations under Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(e) notify the Client without undue delay on becoming aware of a personal data breach involving the Client Personal Data;
(f) at the written direction of the Client, delete or return Client Personal Data and copies thereof to the Client on termination of the Contract unless required by Domestic Law to store the Client Personal Data. For the purposes of this sub-paragraph, Client Personal Data shall be considered deleted where it is put beyond further use by GTM; and
(g) maintain records to demonstrate its compliance with this paragraph 1.4.
1.5 The Client provides its prior, general authorisation for GTM to:
(a) appoint processors to process the Client Personal Data, provided that GTM:
(i) shall ensure that the terms on which it appoints such processors comply with Data Protection Legislation, and are consistent with the obligations imposed on GTM in this Schedule 1;
(ii) shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of GTM; and
(iii) shall inform the Client of any intended changes concerning the addition or replacement of the processors, thereby giving the Client the opportunity to object to such changes provided that if the Client objects to the changes and cannot demonstrate, to GTM’s reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Legislation, the Client shall indemnify GTM for any losses, damages, costs (including legal fees) and expenses suffered by GTM in accommodating the objection.
(b) transfer Client Personal Data outside of the UK as required for the Purpose, provided that GTM shall ensure that all such transfers are effected in accordance with Data Protection Legislation. For these purposes, the Client shall promptly comply with any reasonable request of GTM, including any request to enter into standard data protection clauses adopted by the EU Commission from time to time (where the EU GDPR applies to the transfer) or adopted by the Information Commissioner from time to time (where the UK GDPR applies to the transfer).
1.6 Either party may, at any time on not less than 30 days’ notice, revise this Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this Contract).
1.7 GTM’s liability for losses arising from breaches of this Schedule 1 is as set out in the Contract.
Part 2
Processing, Personal Data and Data Subjects
1. Processing by the Provider
1.1 Scope: The provision of Travel Arrangement Services to the Client.
1.2 Purpose of processing: The purpose of processing is for legitimate interests to facilitate the fulfilment of business travel, and associated ancillaries including but not limited to air travel, rail travel, ground transport, hotel stays, care hire and car parking. The supply of the Travel Arrangement Services
1.3 Duration of the processing: The duration of the Contract.
2. Types of Personal Data
Full Name (salutation)
Date of birth
Passport information
Visa information
Mobile phone number and contact details
Home and email address
Frequent traveller & other membership
Payment details
3. Categories of Data Subject
Any person on whose behalf the Client requests travel booking and related services