Frenchway Travel, LLC, having its principal place of business at 11 West 25th street #8, New York, NY, 10010, look forward to the opportunity to act as your booking agent for your travel needs. These terms and conditions (the "Agreement") describe what the client is legally entitled to expect from Frenchway Travel, LLC when he purchases travel related services through Frenchway Travel, in addition to its obligations as a customer. In this Agreement, Client and Frenchway Travel, LLC are also referred to each as a “Party”, and collectively, as “Parties”.
A. BACKGROUND
- Frenchway Travel,LLC is a fully-appointed, qualified and acting full-service travel agency engaged in the general business of arranging, planning, reserving and ticketing of domestic and international passenger transportation, lodging and ancillary services.
- Client desires to engage Frenchway Travel, LLC for the provision of certain of the services offered by Frenchway Travel, LLC subject to the terms and conditions of this Agreement.
B. AGREEMENT
1 Services
Client hereby appoints and engages Frenchway Travel, LLC to provide Client and Client’s authorized travelers all forms of group and individual passenger travel services (“Services”). Frenchway Travel, LLC agrees that it shall offer the lowest applicable airfare available at the time of ticketing. Subject to the terms and conditions of this Agreement, Client also agrees to perform all of its obligation under this Agreement, including without limitation, to pay Frenchway Travel, LLC for the Services.
2 Confidentiality
- Confidentiality Information Defined. “Confidential Information” includes all information relating to Frenchway travel, LLC’ or Client’s products, services, or business affairs that is of a confidential, proprietary, or non-public nature, whether communicated orally or in writing, and whether in tangible or intangible form, including , without limitation, financial data, costs, margins, mailing or other marketing lists, customer lists, advertising, promotion, product or program concepts, plans or proposals, or any other information that is of a confidential, proprietary, or non-public nature. Confidential Information includes the existence and content of this Agreement and the fact that the Confidential Information may have been disclosed by either party (a “Disclosing Party”).
Confidential Information does not include information that: (a) already known by the party receiving Confidential Information (a “Receiving Party”); (b) in the public domain or later entered the public domain through no wrongful act or omission by the Receiving Party; (c) disclosed to the Receiving Party by a third party having no obligation of confidentiality; (d) or may be developed independently by the Receiving Party without any reference to any Confidential Information; or (e) ascertainable from a visual inspection of the Disclosing Party’s public premises, products, services, or advertising or promotional material.
- Obligations. Unless otherwise required by law, the Receiving Party must: (a) keep the Disclosing Party’s Confidential Information in strict confidence; (b) not, without the prior written consent of the Disclosing Party, use, discuss, or disclose or permit the use, discussion of Confidential Information other than use by, discussion with, or disclosure to the Receiving Party’s directors, officers, employees, affiliates, or representatives as necessary in performing its obligations under this agreement; (c) be responsible for the compliance with this Agreement by its directors, officers, employees, affiliates, or representatives; (d) not, without the prior written consent of the Disclosing Party, contact any person or entity to confirm any confidential Information; (e) not, without the prior written consent of the Disclosing Party, copy any confidential Information except as necessary in performing its obligations under this agreement; and (f) immediately notify the Disclosing Party in writing of any impermissible disclosure or use of confidential Information under this Agreement.
- Survival. This paragraph will survive the expiration or termination of the Agreement.
Confidential Information does not include information that: (a) already known by the party receiving Confidential Information (a “Receiving Party”); (b) in the public domain or later entered the public domain through no wrongful act or omission by the Receiving Party; (c) disclosed to the Receiving Party by a third party having no obligation of confidentiality; (d) or may be developed independently by the Receiving Party without any reference to any Confidential Information; or (e) ascertainable from a visual inspection of the Disclosing Party’s public premises, products, services, or advertising or promotional material.
3 Disclaimer
Limitation of liability. In providing the services, frenchway travel, llc acts solely as agent for the third party supplier of the travel services and does not guaranty or insure the services provided by any supplier. Under no circumstances will frenchway travel, llc or any of its parents, subsidiary or affiliated companies be liable for any delays or acts or omissions or for any indirect, special, punitive, or consequential damages, whether speculative or otherwise, and regardless of whether frenchway travel, llc was made aware of the possibility of such damages. Specifically, frenchway travel, llc will not be responsible or liable for any act, error, omission, injury, loss, accident, damage, delay, non-performance, irregularity or any consequences therefrom, which may be occasioned through the neglect or default, or any other action or inaction by any supplier.
Except as otherwise expressly provided in this agreement, frenchway travel, llc makes no warranty, expressed or implied, with respect to the service provided under this agreement and expressly disclaims any warranty of title, non-infringement, merchantability, or fitness for any particular purpose or function. under no circumstances will the aggregate total of frenchway travel, llc and of its parents, subsidiary or affiliated companies’ liability exceed the lesser of: (1) the total amount paid by client under this agreement in the last 12 months; and (2) $1,000,000.
4 Termination and Indemnification
- Termination. Either Party may terminate this Agreement immediately based on failure of the other party to remedy any material breach of this Agreement within fourteen (14) days receipt of written notice of the breach. Upon termination, each Party will be responsible for completing any agreed to services and for payment of fees due for work completed in process.
- Indemnification. Client will indemnify, save, defend and hold Frenchway Travel, LLC, its parents, affiliates, directors, officers, employees and representatives harmless from and against any and all claims, demands, damages, and liabilities, including without limitation of interest, penalties, court costs, and attorneys’ fee, resulting or arising from any alleged personal injury, disease, death, and/or damage to property arising out of any act of omission of Client or arising out of a Client’s breach of this Agreement.
5 Force Majeure: Effect of Laws and Non-Payment
Notwithstanding anything to the contrary in this Agreement, neither party will be liable to the other for delay, nonperformance or loss which is directly attributable to act outside its reasonable control including without limitation, fire, floods, earthquakes, storms, electrical outage, electrical surges or spikes, lightning, acts of terrorism, acts of war, riot or other circumstances affecting the public leading to police or government intervention, acts of regulators, strikes, embargoes, picked lines or failure of communication systems or networks, provided that this Paragraph will not extend the time of payment of any sum which is or becomes due and payable under this Agreement.
If a party seeks the protection of this Paragraph, that party must promptly notify the other Party of a circumstance described by this Paragraph that prevents or delay that Party’s performance, in whole or in part, and the anticipated duration of such circumstance. Client acknowledges that Frenchway Travel, LLC will depend, in part, on timely payment of invoices when due and payable under this Agreement.
In addition to other remedies at law or in equity and under this Agreement available to Frenchway Travel, LLC, Frenchway Travel, LLC will have the right to suspend its performance under this Agreement, in whole or in part, at any time when payment by Client is past due more than 5 business days after written notice by Frenchway Travel, LLC to Client of the non-payment. This Paragraph will not apply to specific items of outstanding charges contested by client in good faith, provided that Client has given Frenchway Travel, LLC written notice and cooperates with Frenchway Travel, LLC in providing reasonable responses to Frenchway Travel, LLC’ requests to resolve the outstanding charges.
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