Agreement

shall mean this agreement and all Schedules (including, for the avoidance of doubt, the Commercial Terms Schedule) to this agreement;

Anti-Corruption Laws

shall mean all local and international laws and regulations concerning fraud, bribery and corruption, including but not limited to the UK Bribery Act of 2010;

Client

shall mean the Party identified as such at the outset of this Agreement and any subsidiaries and holding companies within the meaning of Section 1159 of the Companies Act 2006 whose employees use the Services;

Client Personnel

shall mean the Client’s employees, officers, agents, consultants, subcontractors, suppliers and any other persons who are invited and/or permitted by it to participate in and/or make use of the Services;

Commencement Date

shall mean the date of this agreement;

Commercial Terms Schedule

shall mean the schedule of fees, service and administration charges payable by the Client to Lupus as well as other commercial term agreed between the parties, as at Schedule 1;

Initial Term

shall mean [insert initial term of the contract];

Intellectual Property Rights

shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software and source code, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Services

shall mean Lupus’ travel management services in sourcing, booking and arranging the Travel Arrangements on behalf of the Client;

Supplier/Principal

shall mean the third party supplier of the Travel Arrangements;

Term

shall mean the duration of this Agreement as set out in Clause 3;

Travel Arrangements

shall mean the transport, accommodation, excursions, meals, facilities and services (or any of them either individually or in any combination) provided by or on behalf of the Supplier/Principal.

2.1

Her Majesty’s Revenue and Customs in the UK ("HMRC") and the tax authorities in most EU countries agree that the Tour Operator Margin Scheme (a VAT simplification measure designed for Tour Operators) (”TOMS”) applies to travel management companies (where certain specific services are supplied), as well as to tour operators. EU legislation (Article 306 of Council Directive 2006/112/EC ("the Directive")), UK VAT legislation and HMRC guidance confirms that TOMS does not apply to travel services arranged under a disclosed agency arrangement.

2.2

The Parties have agreed to enter into this Agreement in order to grant Lupus certain agency rights, and to set the payment and reimbursement terms between the Parties, with the aim of ensuring that the Travel Arrangements which Lupus may procure from Supplier/Principals and which are supplied to or for the Client and which comprise the provision of "travel facilities" within the meaning of Article 306 of the Directive do not fall within the scope of TOMS, in line with the UK VAT legislation and HMRC guidance referred to at (Clause 2.1) above.

2.3

The Client hereby appoints Lupus to act as its agent for the purposes of sourcing, booking, arranging or otherwise facilitating the provision of the Travel Arrangements to the Client from the Supplier/Principal, in accordance with the terms of this Agreement and Lupus agrees to act as such.

2.4

The parties agree that this Agreement shall be considered a “general agreement” for the purposes of business travel exemption within the Package Travel and Linked Travel Arrangements Regulations 2018 (“PTR 2018”) and the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 (“ATOL Regs”). Accordingly, the Services provided by Lupus to the Client are exempt from the scope of the PTR 2018 and the ATOL Regs and the Client and/or Client Personnel are not afforded any of the rights provided by the PTR 2018 and ATOL Regs which otherwise may apply.

2.5

The parties agree that this Agreement covers travel arrangements booked for business travel purposes only. In the event the Client wishes to book travel arrangements for leisure purposes, the Client will use Lupus’ leisure travel booking channels instead. The Client acknowledges that in the event it fails to do so, any leisure travel booked under this Agreement will not be afforded any regulatory or other protections which may otherwise apply.

3.1

This Agreement shall commence on the Commencement Date and shall continue in full force for the Initial Term.

3.2

Upon the expiry of the Initial Term, this Agreement shall continue in effect until it is terminated in accordance with Clause 14 or by either Party on the giving of three months’ written notice to the other Party.

4.1

When booking or otherwise arranging the Services, Lupus in its role as agent will arrange for the Client to enter into a contract with the Supplier/Principal of the Travel Arrangements.

4.2

As an agent, Lupus accepts no responsibility for the provision of the Travel Arrangements or for the acts or omissions of the Supplier/Principal. The Supplier/Principal’s terms and conditions will apply to all bookings for the Travel Arrangements and the Client should read these carefully. Lupus will be able to provide copies of such terms and conditions, where applicable, upon request.

5.1

If the Client wishes to cancel or amend the Travel Arrangements, or any part of them, it must advise Lupus accordingly by contacting the Client’s designated account manager.

5.2

Cancellations can only be accepted in accordance with the terms and conditions of the Supplier/Principal concerned and the Supplier/Principal may charge the cancellation or amendment charge showing in their terms and conditions (which may be 100% of the cost of the Travel Arrangements). It is the Client’s responsibility to pay any such cancellation charges as applied by the Supplier/Principal.

5.3

Lupus reserves the right to charge the Client an administration charge for changes or cancellations as outlined to the Client at the time of booking.

6.1

Lupus will inform the Client of any changes or cancellations made to the Travel Arrangements by the Supplier/Principal as soon as reasonably possible after Lupus becomes aware of such.

6.2

If, as part of any such amended or cancelled Travel Arrangements, the Supplier/Principal offers alternative arrangements or a refund, the Client must let Lupus know whether it wishes to accept the alternative arrangements within the time frame Lupus stipulate. If the Client fails to do so the Supplier/Principal is entitled to assume that the Client accepts the cancellation and wishes to receive a full refund.

6.3

Where no alternative arrangements are offered by the Supplier/Principal, or the Client acting reasonably, rejects the alternative arrangements, Lupus shall assist the Client in sourcing alternative arrangements, at the Client’s request.

6.4

Lupus accepts no liability for any changes or cancellations made to any Travel Arrangements by the Supplier/Principal.

7.1

In accordance with this Agreement, Lupus shall:

8.1

The Client’s contract for the actual provision of the Travel Arrangements is with the Supplier/Principal and its terms and conditions apply. As agent, Lupus accepts no responsibility for the actual provision of the Travel Arrangements. Lupus’ responsibilities are limited to providing the Services in accordance with the Client’s instructions. Lupus accepts no responsibility for any information about the Travel Arrangements that it passes on to the Client in good faith. However, in the event that Lupus are found liable to the Client for any reason whatsoever, Lupus’ total aggregate liability to the Client in respect of any claim or series of claims will not exceed a sum equal to the Service Fees paid by the Client in the preceding 12 month period. Lupus’ total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.

8.2

Lupus shall not be liable to the Client in any circumstances in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising and whatever the cause thereof for any loss of profit, business, contracts, revenues or for any special, indirect or consequential damage of any nature whatsoever.

8.3

Nothing in this clause or in this Agreement shall operate to limit or exclude Lupus’ liability for:

9.1

The Client acknowledges that Lupus’ ability to provide the Services at the agreed standard is dependent upon the Client’s full and timely cooperation (which it agrees to provide), as well as the accuracy and completeness of any information and data which the Client provides to Lupus. Accordingly the Client shall:

9.2

The Client agrees that it is responsible for any loss or damage to any physical property belonging to Lupus or any Supplier/Principal caused by the acts or omissions of the Client or the Client Personnel. The Client agrees to reimburse Lupus, or where appropriate the Supplier/Principal, for the monetary value of any such loss or damage, provided always that the Client has been provided with appropriate invoices evidencing the sums due to either Lupus or the Supplier/Principal.

10.1

All financial terms between the Parties that are not set out in this Agreement shall be set out in the Commercial Terms Schedule.

10.2

In consideration for providing the Services, Lupus shall charge and the Client shall pay the Service Charges and administrative charges as set out in the Commercial Terms Schedule, on a per person per booking basis.

10.3

Payment shall be made by the Client to Lupus by way of BACS. Where the Client wishes to pay on a company credit card instead, this will incur a 2-3% charge dependent upon the type of card used.

10.4

Lupus may offer credit terms (“Credit Terms”) to the Client, such decision to be entirely at Lupus’ discretion, and this will be specified in the Commercial Terms Schedule. In accordance with the Credit Terms, the Client shall be required to make payment by the 10th day of the month following the month of invoice. Lupus shall be entitled to withdraw Credit Terms from the Client at any time by providing the Client with 14 days prior notice of its intention to do so, in writing, in which case all outstanding invoices shall become immediately payable to Lupus.

10.5

Where Lupus offers the Client Credit Terms, Lupus reserves the right to perform credit checks on the Client (including the directors and any management and any applicable Client Personnel) (or instruct a third party to complete credit checks on Lupus’ behalf) and the Client hereby expressly consents to Lupus doing so.

10.6

If the Client fails to make a payment due to Lupus under this agreement by the due date then, without limiting any other remedies available to Lupus, 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 will accrue each day at 4% a year above Lloyds Bank plc’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

10.7

The Client is responsible for paying, in full, all sums payable to the Supplier/Principal for the Travel Arrangements requested by the Client. If full payment of such sums is not received by the applicable balance due date, Lupus will notify the Supplier/Principal who may cancel the Client’s booking and charge the cancellation fees set out in the Supplier/Principal’s terms and conditions.

10.8

Any and all monies paid to Lupus, which are duly payable to the Supplier/Principal of the Travel Arrangements in accordance with this Agreement are held by Lupus on the Client’s behalf until they are paid to the Supplier/Principal.

10.9

Please note that payment by the Client to Lupus does not constitute payment to the Supplier/Principal and if Lupus collect monies from the Supplier/Principal on the Client’s behalf, the Supplier/Principal’s liability to pay that money to the Client is discharged.

10.10

All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

11.1

Credit notes or refunds (if any) for Travel Arrangements not used may only be issued upon the return of the relevant documentation relating to the Travel Arrangements concerned by the Client and are subject to the terms and conditions of the Supplier/Principal. Failure to return the said documentation will imply an acceptance of the invoice for the Travel Arrangements and payment will become due in accordance with Clause 10.

11.2

In the event that any cancellation or refund requires the consent of or calculation by the relevant Supplier/Principal then the account issued will remain due and payable under Clause 10 and any sum refunded by the Supplier/Principal will only be credited to the Client’s account on receipt of same by Lupus from the Supplier/Principal.

11.3

If the Client is unsure as to the cancellation and/or refund provisions of any particular ticket or the charges levied by a Supplier/Principal then clarification should be sought from Lupus at the time of booking.

12.1

The Client is strongly recommended to take out insurance for all Client Personnel (or ensure that such Client Personnel obtain their own insurance) and some Supplier/Principals require that it does so. In addition to travel insurance (where applicable), it may also be possible for the Client to obtain cancellation insurance to provide cover in the event that the Supplier/Principal cancels the Travel Arrangements at short notice and Lupus strongly recommends that the Client does so. It is the Client’s responsibility to ensure that the insurance it purchases is adequate and appropriate for its particular needs. If the Client chooses to not purchase adequate insurance, neither Lupus nor the Supplier/Principal will have any liability in any circumstances for any losses howsoever arising, in respect of which insurance cover would otherwise have been available.

13.1

Since the contract for the provision of the Travel Arrangements is between the Client and the Supplier/Principal, and any queries or concerns should be addressed directly to the Supplier/Principal. If the Client or Client Personnel has a problem during the provision of the Travel Arrangements, this must be reported to the Supplier/Principal immediately. If the Client fails to follow this procedure there will be less opportunity to investigate and rectify its complaint.

13.2

Lupus in its role as agent can assist the Client in addressing any complaints that it may have to the Supplier/Principal either before, during or after performance of the Travel Arrangements. Should the Client wish to avail itself of such assistance it should contact its designated account manager.

14.1

Lupus may terminate this Agreement immediately on written notice if the Client fails to make any undisputed payments in full to Lupus, when due under this Agreement and the Client has failed to remedy this non-payment within a period of 30 days.

14.2

The Client may terminate this Agreement immediately on written notice if in its reasonable opinion Lupus’ conduct (or that of any of its officers or employees) is likely to bring the Client into disrepute or is otherwise materially prejudicial to the Client’s interests.

14.3

Either Party may terminate this Agreement immediately on written notice to the other Party if:

14.4

Any termination of the Agreement in accordance with this Clause 14 or Clause 3 shall be without prejudice to the rights of either Party accrued prior to such termination.

14.5

Upon termination, the Client agrees to immediately pay Lupus any outstanding undisputed sums relating to the Services or Travel Arrangements or otherwise incurred / owing under this Agreement that have been incurred by the effective date of termination, and any interest accruing thereon.

15.1

Each Party undertakes to the other that during the Term and thereafter it shall keep secret and shall not without the prior written consent of the other Party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient Party or disclosed to the recipient Party by such other Party pursuant to or otherwise in connection with this Agreement.

15.2

The obligations of confidentiality in this Clause 15 shall not extend to any information or matter which either Party can show:

15.3

For the purposes of this Clause 15, Confidential Information shall mean all and any commercial, financial, marketing, technical or other information, know-how or trade secrets in any form or medium belonging to or disclosed by one of the Parties to this Agreement or obtained under or in connection with this Agreement (whether disclosed or obtained before or after the date of this Agreement), together with any copies, summaries of, or extracts from, such information in any form or medium or any part(s) of this information and which is designated as confidential or which is manifestly confidential.

16.1

The parties agree to comply with the data processing clauses at Schedule 2, which is hereby incorporated into this Agreement.

17.1

As between the Parties, subject only to Clause 17.2 below, all intellectual property and other proprietary rights in all specifications, working methods, profile forms, files and contents, software, systems, applications, technology (including, but not limited to, all configuration, implementation, enhancement, and development work undertaken for the Client), databases, know-how, work product and other documents and material of any sort in any medium used, produced, procured or provided by Lupus, its employees, agents or sub-contractors from time to time for the purposes of this Agreement (collectively, “Lupus Property”) shall belong to and vest in Lupus or its licensor(s) (as the case may be).

17.2

As between the Parties, all Intellectual Property Rights in any branding, technology or software provided or procured by the Client for Lupus’ use in relation to the provision of the Services, and which it has been mutually agreed in writing that Lupus shall so use (collectively, “Client Property”), shall belong to and vest in the Client or its licensor(s) (as the case may be).

17.3

The Client (in respect of Client Property) and Lupus (in respect of Lupus Property) hereby grant to the other a non-exclusive, non-transferable, revocable licence for the Term of this Agreement, without the right to grant sub-licences, to use the same to the extent necessary, and in the manner approved and agreed, in relation to the Services provided pursuant to this Agreement, solely for the purpose of enabling the Parties to fulfil their respective obligations and exercise their rights under this Agreement.

17.4

Unless the Parties mutually agree otherwise in writing, the Client’s rights hereunder to use and receive Lupus Property, and the licence granted above, will terminate automatically upon termination or expiration of this Agreement.

18.1

Neither Party hereto shall be liable to perform its obligations under this Agreement in so far as such performance is hindered or prevented by strikes, lockouts, riots, war (declared or undeclared), acts of God, civil insurrection, fire or other similar cause, or failure of a third-party supplier, provided that any such specified cause or other similar cause is beyond the reasonable control of such Party.

19.1

This Agreement shall constitute the entire agreement between the Parties and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever (whether written or oral) shall be of no effect unless expressly incorporated herein. Each Party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other Parties except to the extent that such statement or representation has been incorporated in this Agreement.

20.1

No purported variation of this Agreement shall be effective unless it is agreed between the Parties in writing, refers specifically to this Agreement, and is duly executed by each Party to this Agreement.

20.2

No waiver by any Party of any breach by the other of any of the provisions of this Agreement shall be construed as a waiver of any subsequent breach.

20.3

If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Both Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.

20.4

This Agreement and any benefit or obligation under it is not assignable by either Party without the consent of the other nor can it be sub contracted by either Party without the consent of the other.

20.5

Nothing in this Agreement shall create a commercial agency, partnership or joint venture between the Parties.

20.6

A person who is not a Party to this Agreement (except for Associated Companies) has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

21.1

This Agreement and any matters arising from it is subject to and governed by English law and the Parties agree that any dispute(s) they may have will be exclusively dealt with by the Courts of England and Wales.

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1.1

Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule 2 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.

1.2

The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and Lupus is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The Appendix sets out the scope, nature and purpose of processing by Lupus, the duration of the processing and the types of Personal Data and categories of Data Subject (where Personal Data and Data Subject have the meanings as defined in the Data Protection Legislation).

1.3

Lupus shall, in relation to any Personal Data processed in connection with the performance by Lupus of its obligations under the Agreement, process that Personal Data only for the purposes of complying with its obligations under the Agreement.

1.4

To the extent that the Client collects and passes Personal Data to Lupus pursuant to the Agreement, it represents, warrants and undertakes that:

2.1

Subject to clause 2.2, Client hereby authorises Lupus to pass data on to its suppliers, sub-contractors and other third parties (Sub-Processors) as necessary for the performance of Lupus’ obligations under the Agreement and otherwise as needed for the provision of the Arrangements.

2.2

Lupus shall, subject to clause 2.3:

2.3

The Client accepts that the Supplier/Principal and any other third party used by Client in relation to the provision of Travel Arrangements, is an independent data controller in relation to the Client’s personal data and is not a Sub-Processor of Lupus. As such, Lupus is not liable for the acts, omissions or failures of Supplier/Principal or any other third party used by Client in relation to the provision of Travel Arrangements.

3.1

Taking into account the state of technical development and the nature of the processing, Lupus shall, in relation to any Personal Data processed in connection with the performance by Lupus of its obligations under the Agreement, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data.

4.1

Lupus shall ensure that access to Personal Data is limited to the Lupus Personnel and authorised Sub-Processors who need access to it to supply the Arrangements and who are subject to an enforceable obligation of confidence with regards to the Personal Data.

5.1

Subject to clause 5.2 and 5.3, Lupus shall not transfer, or otherwise directly or indirectly disclose, any Personal Data to countries outside the European Economic Area (EEA) without the prior written consent of Client except where Lupus is required to transfer the Personal Data by the laws of the member states of the EU or EU law (and shall inform the Client of that legal requirement before the transfer, unless those laws prevent it doing so).

5.2

Lupus shall be permitted to transfer the Personal Data to countries outside of the EEA to the extent that any one or more of the following applies:

5.3

Where Personal Data is transferred outside the EEA due to a request by Client for Lupus to book travel arrangements for Client in a location outside the EEA, where Lupus is not able to put into place any of the safeguards stipulated at 5.2(a)-(f), or they are otherwise inappropriate in the circumstances, Lupus shall rely on the derogation under Article 49 of the GDPR to legalise the transfer of data outside the EEA, on the basis the transfer relates to the performance of a contract for the benefit of the Data Subject.

6.1

Lupus shall taking into account the nature of the processing, assist Client (by appropriate technical and organisational measures), insofar as this is possible, in relation to any request from any Data Subject for: access, rectification or erasure of Personal Data, or any objection to processing.

6.2

Lupus shall notify Client without undue delay and in writing if any Personal Data has been disclosed in breach of this Schedule 2.

6.3

Lupus shall notify Client promptly if it becomes aware of a breach of security of Personal Data, such notices shall include full and complete details relating to such breach.

6.4

Lupus provide such assistance (at Client’s cost) as Client may reasonably require in relation any approval of the Information Commission or other data protection supervisory authority to any processing of Personal Data.

6.5

Lupus shall on the expiry or termination of this Agreement, at Client’s cost and its option either return all of Client’s Personal Data (and copies of it) or securely dispose of Client’s Personal Data except to the extent that any applicable law requires Lupus to store such Personal Data.

6.6

At Client’s cost, Lupus shall allow for an audit (no more than once per annum) by Client and any auditors appointed by it in order for Lupus to demonstrate its compliance with this Schedule 1. For the purposes of such audit, upon reasonable notice, Lupus shall make available to Client and any appointed auditors all information that Client deems necessary (acting reasonably) to demonstrate Lupus’ compliance with this Schedule 2.

6.7

In Lupus’ reasonable opinion, to the extent that it believes that any instruction received by it in accordance with clause 6.7 is likely to infringe the Data Protection Legislation or any other applicable law, Lupus shall promptly inform Client and shall be entitled to withhold its permission for such audit and/or provide the relevant Arrangements until Client amends its instruction so as not to be infringing.

7.1

Each party (the “indemnifying party”) shall indemnify the other party (the “indemnified party”) against:

7.2

The indemnifying party shall not be liable under clause 7.1(b):