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ARP AFRICA TRAVEL LIMITED

TERMS AND CONDITIONS

  • BACKGROUND
  • ARP provides incoming destination products focusing on photographic game viewing safaris, mountain climbing, city tours and excursions, accommodation and other travel related products to third parties.
  • The Agent is a seller and marketer of varied travel and tourism products.
  • ARP has agreed to sell its Products to the Agent and the Agent has agreed to buy such Products provided by ARP, in accordance with the terms of this Agreement.
  • OPERATIVE PROVISIONS
  1. AGREEMENT TO BUY AND SELL
    • ARP has agreed to sell Products to the Agent and the Agent has agreed to buy Products from ARP for onward sale to Customers (which means any Customer or potential Customer whom the Agent are marketing to for the purchase of the Products). The Products shall mean the following products for consumption in East Africa:
      • vehicular transport and drivers;
      • local air transport or the right to access seats on local commercial flights;
      • hotel rooms or other types of accommodation in the hotel sector;
      • restaurant or catering services;
      • access to safari or marine parks;
      • balloon flights; and
      • city tours or other excursions.
  1. SALES OF THE PRODUCTS
    • All sales of Products from ARP to the Agent, will be at the “Sales Value” (which means the price charged to the Agent by ARP in respect of the sale to the Agent of each of the Products) as ARP and the Agent may from time to time agree in the relevant “Quotation” (which means a document produced by ARP setting out which Products will be purchased by the Agent together with the itineraries, conditions and prices for such products, such prices to be net and non-commissionable) and “Sales Invoice” (which means sales invoices issued by ARP to the Agent from time to time, in accordance with clause ‎2 in relation to the sale and purchase of specific Products).
    • ARP will prepare a Quotation on request by the Agent setting out the quantities of Products the Agent wishes to purchase from ARP. The Agent will agree the Quotation and, if the Agent wishes to amend the Quotation then the Parties shall in good faith agree a revised Quotation. Once the Quotation is agreed, ARP will issue the Sales Invoice for the purchase, by the Agent, of the Products particularised therein and in each case, all Products referred to in the Sales Invoice will be supplied by ARP to the Agent on the same date that the Sales Invoice is agreed.
    • ARP will provide to the Agent any details of the Products purchased by the Agent not already included in the Sales Invoice, such as departure dates, accommodation allotments and bus numbers, as soon as reasonably practicable following the issuance of the Sales Invoice.
    • In the event of poor weather or road conditions, ARP may make any reasonable changes to the Products that it deems necessary in order for the Customer to obtain the maximum benefit of the Products. In such circumstances, the Agent will be advised in a timely manner of the proposed changes.
    • In cases of excess demand or during a shortage of accommodation, Customers may be accommodated in similar or upgraded properties or the Product itinerary may be otherwise amended. In the event that the Customers are accommodated in a lower class of accommodation, a credit note shall be issued to the Agent in respect of the difference in value.
    • ARP may appoint a sub-contractor to fulfil its obligation to supply the Products to the Customer.
    • Tickets included pursuant the sale and purchase of Products include all airport fees, taxes and surcharges unless otherwise stated. ARP reserve the right to pass on, with immediate effect and by the issuance of an updated Sales Invoice, any increased airfares, fuels surcharges, safety fee or other taxation or levy introduced in respect of relevant Products in relation to existing and new purchases , and the Agent agrees to pay any such addition. The Agent must advise the Customers of baggage size and weight limits and ARP will not be responsible for any additional fees if baggage exceeds the limits.
    • All arrangements are undertaken on the basis that all Customers have appropriate medical, travel and baggage insurance. ARP shall have no liability for those Customers who have failed to obtain necessary cover prior to being in receipt of the Products.
    • All Products are provided subject to any conditions set out in the Sales Invoice and any subsequent documentation supplied by ARP to the Agent, or as otherwise may be amended in accordance with this agreement from time to time.
  2. FINANCIAL PROVISIONS
    • The Agent shall pay to ARP all amounts payable by it to ARP under any Sales Invoice.
    • A 30% deposit will be required at the time of booking. Depending on the nature of the Products to be sold to the Agent, a further deposit may be required in order to secure the relevant Product. If required, the deposit requirements will be advised at the time of the issue of the Quotation and when the Products are purchased by the Agent, the invoice will be raised for payment within 7 working days of issue.
    • ARP shall provide a Sales Invoice to the Agent for the amounts due to it pursuant to clause ‎1. Such Sales Invoices shall be due and payable by the Agent to ARP on the date agreed on the relevant Sales Invoice but for the avoidance of doubt no later than 90 calendar days prior to the Customer’s date of travel. The Agent shall pay such amounts due pursuant to a Sales Invoice to the following bank account depending on the currency specified in the Sales Invoice as being payable:
    • By Wire Transfer – for US DOLLARS
    •                 Account Name:                         ARP Africa Travel Limited (US Dollar Account)
    •                 Dollar Account Number:          140/02/03458741
    •                 Iban:                                        GB59 NWBK 60730103458741
    • Swift Code/ Iban Bic:                NWBKGB2L
    •                 Bank Details:                            Natwest Bank
    •                                    129 High Street
    •                      Southampton
    •                       SO14 2BF UK
    • Further Routing Instructions:
    • Route via: JP MORGAN CHASE N. Y.
    • SWIFT CODE: CHASUS33XXX
    • ROUTING NO.: 021000021
    • b) By Wire Transfer – for EUROS
    •                 Account Name:                        ARP AFRICA TRAVEL LIMITED (EURO ACCOUNT)
    •                 Euro Account Number:             550/01/06677819
    •                 Swift Code                                NWBKGB2L
    • IBAN Number                           GB 65 NWBK 60 72 13 06 67 78 19
    •                 Bank Details:                            Natwest Bank
    •                      129 High Street
    •                      Southampton
    •                       SO14 2BF UK
    • c) By Wire Transfer – for GB POUNDS
    • Account Name: ARP Africa Travel Ltd
    • Gb Pound Sterling Account
    •         Bank Name       National Westminster Bank
    •         Bank Address   129 High Street, Southampton,
    • Hampshire, SO14 2BF, England
    •         Account Number           13213997
    •         Branch Sort Code         56 00 68
    •         Iban Bic/Swift –            NWBK GB 2L
    • Iban     GB 77 NWBK 56 00 68 13 21 39 97
    • Please fax/email the remittance advice for the attention of Mr. Dipan Gudka. Fax number +44 (0)20 8423 0201 or email [email protected].

 

  • Any Sales Invoice shall particularise the Products sold under the related Sales Invoice and shall set out a breakdown of the cost to the Agent of those Products.
  • All sums payable under or for breach of this Agreement or any Sales Invoice shall be paid free and clear of all deductions or withholdings whatsoever, save only as provided in this Agreement or as required by law.  If either party is required by law to make any deduction or withholding it shall do all things in its power which may be reasonably necessary to enable or assist the other party to claim exemption from, or a reduction of, such deduction or withholding (whether under an applicable double taxation agreement or otherwise) and also from time to time give to the other party proper evidence of such deduction or withholding and payment of the relevant tax or other sums deducted or withheld.
  • All sums payable under this Agreement are inclusive of any applicable local taxes.
  • To the extent that the Agent does not make payment under a Sales Invoice within the timeframe set out, the Products shall be cancelled and the Agent shall be required to pay all fees and taxes payable in connection with such cancellation.
  • The price of the Products in the Sales Invoice will include all local government taxes and National Park fees at the time of the issuance of such Sales Invoice (unless otherwise stated). Any increase in such taxes or fees between the date of the Sales Invoice and the date of delivery of the Products will be advised to the Agent and the difference shall be payable by the Agent.
  • Any local air transport or the right to access seats on local commercial flights referred to on a Sales Invoice are for the lowest booking class. If ARP cannot supply such air transport at this class, once the Sales Invoice is issued to the Agent, the cost of the higher booking class will be advised and shall be payable by the Agent.
  • Once flights have been sold by ARP to the Agent, ARP will make any amendments it is able to with the airline, at the request of the Agent, but any such amendments or changes will incur a charge of USD $100.00 per person per amendment plus any charges levied by the airline, and such amounts shall be payable by the Agent following the reissuance of the Sales Invoice to include such amounts. Once the flights have been booked, they are non-refundable and non-cancellable.
  • When the total value of a Sales Invoice would otherwise be less than 00, a 50.00 administration fee will be added to the Sales Invoice.
  1. CANCELLATION POLICY
    • If the Agent cancels the use of the Products before 90 calendar days prior to the date of the relevant Products being available for consumption, the Agent shall be required to pay to ARP a fee of US$250.00 per Customer, on the same day that the Sales Invoice would otherwise be paid, to cover the cost of processing the supply of the Products and subsequent cancellation.
    • If the Agent cancels the use of the Products between 90 and 61 calendar days prior to the date of the relevant Products being available for consumption, the Agent shall be required pay to ARP 25% of the value of the Products subject to the cancellation.
    • If the Agent cancels the use of the Products between 60 and 31 calendar days prior to the date of the relevant Products being available for consumption, the Agents shall be required to pay to ARP 50% of the value of the Products subject to the cancellation.
    • If the Agent cancels the use of the Products on or later than 31 calendar days prior to the date of the relevant Products being available for consumption, or to the extent that a Customer does not arrive to receive the Products at the designated time, 100% of the value of the Products subject to cancellation will be payable by the Agent to ARP.
    • For the avoidance of doubt, the cancellation policy set out in this clause 4 does not include the cost of flights, and the Agent shall at all times be required to pay to ARP 100% of the cost of the flights, whether cancelled by the Agent or otherwise.
    • ARP will apply additional cancellation fees for certain properties. ARP shall advise the Agent of those cancellation fees and any deposits payable in accordance with clause 3.2.
  2. Uganda and Rwanda Cancellation Policy
    • If the Agent cancels the use of the Products before 90 calendar days prior to the date of the relevant Products being available for consumption, the Agent shall be required to pay to ARP a fee of US$50 per Customer, on the same day that the Sales Invoice would otherwise be paid, to cover the cost of processing the supply of the Products and subsequent cancellation.
    • If the Agent cancels the use of the Products between 90 and 61 calendar days prior to the date of the relevant Products being available for consumption, the Agent shall be required pay to ARP 25% of the value of the Products subject to the cancellation.
    • if the Agent cancels the use of the Products between 60 and 31 calendar days prior to the date of the relevant Products being available for consumption, the Agents shall be required to pay to ARP 50% of the value of the Products subject to the cancellation. This applies for all services cancelled or reduced in number, from noon on the first day of their commencement.
    • if the Agent cancels the use of the Products on or later than 30 calendar days prior to the date of the relevant Products being available for consumption, or to the extent that a Customer does not arrive to receive the Products at the designated time, 100% of the value of the Products subject to cancellation will be payable by the Agent to ARP.
    • In respect of Products for use in Uganda and Rwanda, at the time of booking a Sales Invoice will be raised for collection of permit fees that the Agent shall pay for as soon as practicable in order for the permit to be secured. These permits are non-refundable and notwithstanding anything to the contrary in clauses 4 or 5 of this Agreement, upon cancellation or to the extent a Customer does not arrive to receive the Products at the designated time, no amounts shall be returned to the Agent in respect of the permit fee.
    • For the avoidance of doubt, the cancellation policy set out in this clause 5 does not include the cost of flights, and the Agent shall at all times be required to pay to ARP 100% of the cost of the flights, whether cancelled by the Agent or otherwise.
    • ARP will apply additional cancellation fees for certain properties in Uganda and Rwanda. ARP shall advise the Agent of those cancellation fees and any deposits payable in accordance with clause 3.2.
  3. COMPLAINT POLICY
    • Claims for compensation by the Agent are at the sole discretion of ARP.
    • All claims for compensation by the Agent for complaints must be received by ARP from the Agent in writing by confirmed email and/or fax within 60 calendar days of the Customers’ final day of receipt of the relevant Product.
    • Claims for compensation will not be considered where the Agent is not able to evidence that the Customer raised the dispute locally at the time of the disputed Product.
    • Claims will not be considered for Products missed at the decision of the Customers.
    • Claims will not be considered for payments made locally by the Customers without receipts or other documentation.
  4. FORCE MAJEURE
    • If either party is restricted in its performance of any obligation under this Agreement by Force Majeure (which means in relation to either party any circumstances or event beyond the control of that party (including without limitation any strike, lock-out or other form of industrial action), it shall notify the other party of the nature and extent of such Force Majeure as soon as reasonably practicable after such event occurring.
    • Neither party shall be deemed to be in breach of this Agreement or otherwise be liable to the other by reason of any delay in performance or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has notified the other party and the time for performance of this obligation shall be extended accordingly.
    • If the Force Majeure in question continues for a period in excess of six months, the parties shall enter into good faith discussions with a view to alleviating its effects or to agreeing upon such alternative arrangements as may be fair and reasonable.
  5. DATA PROTECTION
    • The parties will comply with its obligations pursuant to Schedule ‎1.
  6. CONFIDENTIALITY
    • The terms of this Agreement shall remain confidential between the parties and, save as required by any law, regulation of any relevant jurisdiction, any stock exchange or other regulatory authority or as expressly provided in this Agreement, no party shall without the consent of the other make any public announcement or disclosure of such terms.
    • Each party shall keep confidential any information relating to the others which it acquires as a result of entering into this Agreement and the matters provided for in this Agreement which shall not be disclosed to any third party, save as required by any law or regulation of any relevant jurisdiction, any stock exchange or any other regulatory authority. Notwithstanding the above, save as required by any law, regulation of any relevant jurisdiction, any stock exchange or any other regulatory authority, no party shall issue any circular, prospectus, advertisement or other publicity material which contains references to any other party (in its capacity as such) or its directors or management without the prior written consent of that other party, such consent not to be unreasonably withheld or delayed.
    • The obligations provided in clauses ‎1 and ‎11.2 shall not apply to any such information which:
      • is in the public domain at the date of this Agreement;
      • becomes public knowledge or is readily accessible by publication, other than by breach of clauses ‎1 and ‎11.2;
      • is received from third parties;
      • is disclosed by that person to its employees or its bona fide professional legal, accounting or other advisers provided that such advisers are bound by terms and conditions substantially similar to those set out in clauses ‎1 and ‎11.2;
      • is disclosed by that person to a tax authority where such disclosure is reasonably necessary for the proper management of that persons tax affairs; or
    • For the avoidance of doubt, each party agrees that its obligations under this clause ‎10 shall extend to require it to procure that no Associate of it shall do any act which would constitute a breach of this clause ‎10.
    • None of the parties shall knowingly do or suffer any act or matter or thing which would or might reasonably be expected to prejudice materially or bring into disrepute the business or reputation of the other party.
  7. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement and no action taken by the parties in connection with it will create a partnership between the parties or give either party authority to act as the agent of or in the name of or on behalf of the other party or to bind the other party or to hold itself out as being entitled to do so.

  1. ASSIGNMENT AND VARIATION
    • Save as expressly provided in this Agreement, neither party may, without the prior written consent of the other, assign, transfer, charge, subcontract or delegate or deal in any other manner with this Agreement or any of its rights or obligations under it.
    • This Agreement may be amended in whole or in part by the written consent of the Parties.
  2. NOTICES
    • Any notice to be served in connection with this Agreement shall be in writing (which, for the avoidance of doubt, shall include email (with a copy sent to the recipient’s address by pre-paid first class post)) and any notice or other correspondence under or in connection with this Agreement shall be delivered to the relevant party at the physical address set out in this Agreement or to such other address as may be notified in writing for the purposes of this Agreement to the party serving the document.
    • Any such notice or correspondence shall be deemed to have been served as follows:
      • in the case of delivery, on delivery if delivered between 9.00 a.m. and 5.00 p.m. on a Business Day (which means a day other than a Saturday, Sunday or a public holiday in the country of incorporation of either party) and, if delivered outside such hours, at the time when such hours re-commence on the first Business Day following delivery;
      • in the case of service by registered mail, on the fifth Business Day after the day on which it was posted;
      • in the case of email, on the day it is transmitted provided that if that day is not a Business Day or, being a Business Day, transmission takes place after 5.00 p.m., then at 9.00 a.m. on the first Business Day following transmission of the notice.
    • In proving such service (other than service by email), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed.
  3. AGREEMENT BINDING UPON SUCCESSORS AND ASSIGNS
  • Except as otherwise specified in this Agreement, this Agreement shall be for the benefit of, and shall be binding upon, the heirs, executors, administrators or other representatives, successors and assigns of the respective parties.
  1. WAIVER

No failure to exercise and no delay in exercising on the part of any party any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law.

  1. ENTIRE AGREEMENT

Together with any Quotation or his Agreement constitutes the entire agreement among the parties and supersedes any prior agreement or understanding among them with respect to such subject matter.

  1. COUNTERPARTS
  • This Agreement may be executed in any number of counterparts, each of which taken together shall be deemed to constitute one and the same agreement and each of which individually shall be deemed to be an original of this Agreement.
  1. GOVERNING LAW AND JURISDICTION
    • This Agreement and the rights, obligations and relationships of the parties hereto under this Agreement (including non-contractual obligations) shall be governed by and construed in accordance with the laws of England and Wales.
    • Each of the parties to this Agreement irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes which may arise out of or in connection with this Agreement (including non-contractual disputes or claims) and, for these purposes, each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
  2. SEVERABILITY

If any clause or provision of this Agreement shall be held to be invalid or unlawful in any jurisdiction, such clause or provision shall only be ineffective to the extent of such invalidity or unenforceability. The remainder of this Agreement shall not be affected thereby and shall remain in full force and effect and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

  1. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

Nothing in this Agreement confers any right on any person who is not a party to it. This Agreement may be rescinded or varied without the consent of any person who is not a party to this Agreement.

 

 

  • schedule ‎1
  • Data Protection
  1. DEFINITIONS

In addition to any terms previously defined in the Agreement, in this Schedule ‎‎1, the following words and expressions will have the following meanings:

 

“Agreed Purposes” the provision of the Products under this Agreement.
“Agreement Personal Data” Personal Data of the Customers which is processed for the Agreed Purposes. This will include, but not be limited to Customer:

o    names;

o    dates of birth;

o    address;

o    email address;

o    telephone number;

o    details of any special requirements, medical conditions, dietary requests or disabilities disclosed;

o    passport numbers.
“Data Protection Laws” any laws in force in the United Kingdom from time to time that relate to data protection, the processing of personal data and privacy; and references to “Data Subjects”, “Personal Data”, “Process”, “Processed”, “Processing”, “controller” and “Supervisory Authority” have the meanings set out in, and will be interpreted in accordance with, such laws
“Data Security Incident” a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Agreement Personal Data transmitted, stored or otherwise Processed
“Restricted Transfer” a transfer of Agreement Personal Data which is undergoing Processing or which is intended to be Processed after transfer, to a country or territory to which such transfer is prohibited or subject to any requirement to take additional steps to adequately protect the Agreement Personal Data for the transfer to be lawful under the Data Protection Laws
“Standard Contractual Clauses” the standard contractual clauses for data controllers established in third countries pursuant to the EU Commission decision (2004/915/EC) of 27 December 2004 under EU Directive (95/46/EC)

 

 

  1. DATA PROTECTION
    • ARP and the Agent agree that they will each be an independent controller in respect of their processing of Agreement Personal Data for the Agreed Purposes.
    • Each party will in respect of its processing of Agreement Personal Data comply at all times with its obligations under the Data Protection Laws, and each party will not by its act or omission cause the other party to breach the Data Protection Laws.
    • Without prejudice to clause 2.1, the parties will comply with their respective lawfulness, fairness and transparency obligations under Data Protection Laws so that the Agreement Personal Data can be used lawfully for the Agreed Purposes, including obtaining consent where necessary.
    • Without prejudice to clause 2.1, the parties will:
      • not use the Agreement Personal Data other than for the Agreed Purposes;
      • implement technical and organisational measures to ensure a level of security appropriate to the risk presented by processing the Agreement Personal Data including having regard to the risk of varying likelihood and severity for the rights and freedoms of Data Subjects, in particular from a Data Security Incident;
      • notify the other party promptly of any actual, or reasonably suspected Data Security Incident and provide the other party with all relevant information relating to the same as soon as is reasonably possible (insofar as this can be done without compromising the confidentiality obligations owed by the party who has suffered the Data Security Incident to Data Subjects or other persons or organisations) including:
        • the nature of the Data Security Incident and details of the likely consequences of the Data Security Incident;
        • the categories and approximate number of Data Subjects and Agreement Personal Data records concerned; and
        • any measure(s) proposed to be taken to address the Data Security Incident and to mitigate its possible adverse effects;
      • prior to making any transfer of the Agreement Personal Data outside Tanzania, notify the other party of the same in order that it may have awareness of which third countries (as that term is used in the Data Protection Laws) are relevant to the processing of the Agreement Personal Data;
      • provide all reasonable cooperation and assistance as may be requested from the other party time to time in respect of:
        • any request for exercising Data Subject’s rights under the Data Protection Laws, or any complaint, query or other request, by or from a Data Subject, in each case which relates in whole or in part to the Agreement Personal Data; and
        • any correspondence, request or other communication from a Supervisory Authority which relates in whole or in part to the Agreement Personal Data.
      • Each party acknowledges that the transfer of Agreement Personal Data from the Agent to ARP constitutes a Restricted Transfer, and by entering into this Agreement agree to complete, enter into and be bound by the terms of the Standard Contractual Clauses.
      • If either party should become aware of any inaccuracy in the Agreement Personal Data in its possession or control it will promptly notify the other party in writing.