Agency Agreement
This is the agreement an organiser accepts before selling on Osare. It appoints Osare as booking agent and leaves the organiser as principal: we can market the experience, take bookings, collect payment, and handle refunds and disputes, and the organiser remains responsible for the experience and for the information they publish. The organiser’s legal name, address, and representative are filled in from their Stripe details when they sign in the dashboard. Until then, those fields stay as placeholders in the text below.
CONTRACT DETAILS
Principal: {{paymentGatewayData.company.name}}, a company registered in {{paymentGatewayData.company.address.country}} with company registration number: 12719591, hereafter referred to as “the Principal”.
Principal registered office address: {{paymentGatewayData.company.address.line1}}, {{paymentGatewayData.company.address.line2}}, {{paymentGatewayData.company.address.city}}, {{paymentGatewayData.company.address.postal_code}}, {{paymentGatewayData.company.address.country}}
Principal representative:
Name: {{representative.first_name}} {{representative.last_name}}
Title: {{representative.relationship.title}}
Email: {{representative.email}}
Telephone: {{representative.phone}}
Postal Address: {{representative.address.line1}}, {{representative.address.line2}}, {{representative.address.city}}, {{representative.address.postal_code}}, {{representative.address.country}}
Agent:
Osare.io Ltd (trading as Osare) a company registered in England & Wales with company registration number: 12719591, hereafter referred to as the “Agent”.
Agent's address: 18 Calverley Road, Epsom, Surrey, KT17 2NX, United Kingdom
Schedules:
Schedule 1 – Commercial Terms;
Commencement Date
{{extra.commencementDate}}
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1. This Agreement is made up of the following:
(a) The Contract Details;
(b) The Agreed Terms;
(c) The Schedules specified in the Contract Details.
Signed by {{representative.first_name}} {{representative.last_name}} for and on behalf of {{paymentGatewayData.company.name}}
Signed by Kieran Goodary for and on behalf of Osare.io Ltd
-----------Osare---------------------------
AGREED TERMS
Term
This Agreement will take effect from the Commencement Date and will continue in effect until it expires or is terminated in accordance with clause 12.
Definitions & Interpretation
In this Agreement, the following words have the following meanings:
"Agent" means the travel agency specified in the Contract Details;
“Agreement” means this agreement including all schedules, appendices, supplementary agreements, additions and amendments, including any commercial terms agreed between the parties under a separate schedule;
“Balance Due Date” means the date on or by which the full cost of the Travel Arrangements or on whose behalf any Travel Arrangements is/are purchased;
“Commencement Date” means the date specified in the Contract Details;
“Confidential Information” means 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;
“Customer(s)” means the person(s) or any of them who purchase any Travel Arrangements or on whose behalf any Travel Arrangements is/are purchased;
“in writing” means, unless otherwise specified, by post, facsimile, e-mail (providing the Agent contacts the Principal at such address as the Principal notifies the Agent in writing), chat system and/or any other method agreed or notified by the Principal in writing;
“Late Booking” means any booking after Balance Due Date;
“Lead Customer” means the first named person on a booking and/or any substitute for that person;
"Platform" means the Agent's platform in which the Principal's Travel Arrangements are promoted and advertised by the Agent to potential Customers;
"Property" means any accommodation which makes up a Travel Arrangement;
“Travel Arrangements” means the arrangements including accommodation (and such related services), transfers, excursions, activities, catering, experiences, car hire and all other products and services as the Agent is from time to time asked to sell on the Principal's behalf as agent for the Principal.
The headings in this Agreement are for reference only. References to any person(s) shall include bodies corporate and unincorporated, associations, firms and partnerships. Words denoting the singular shall include the plural and vice versa, words denoting any gender shall include any other gender and references to clauses, sub-clauses and schedules are, unless otherwise stated, to clauses and sub-clauses of and schedules to this Agreement.
Appointment of Agency
The Principal appoints the Agent to be its non-exclusive retail agent to sell and market the Travel Arrangements to Customers. The Agent accepts its appointment and agrees to sell the Travel Arrangements and perform the other obligations, as set out in this Agreement.
Duties of the Agent
The Agent agrees to:
Sales promotion: Use its reasonable endeavours to promote and sell the Travel Arrangements in accordance with this Agreement, giving the Principal at least as great a recommendation and exposure to potential customers as it does to other providers.
Compliance with legislation: Ensure that it complies with all applicable laws, regulations, rules and codes of practice and that all its staff are familiar with these to the extent the work they do is affected by them.
Booking Conditions & General Information
3.1. Ensure that all details relating to the chosen Travel Arrangements, the booking and any other conditions and relevant general information, including the Booking Conditions as provided by the Principal, are drawn to every Customer's attention before any booking is taken.
3.2. Check that the Lead Customer is at least 18 years of age and advise the Lead Customer that by asking the Agent to request confirmation of the booking from the Principal, the Lead Customer is deemed to have accepted the booking conditions and relevant general information on behalf of all Customers named on the booking.
Booking procedure: Take all bookings (whether provisional or confirmed) in accordance with the Principal's booking procedure and as required by the Platform mechanics, detailed at Schedule 1.
Special requests and disabilities / medical problems
5.1. Notify the Principal of any special request made by a Customer. Advise any Customer making one that all special requests are subject to availability and cannot be guaranteed unless specifically confirmed in writing by the Principal.
5.2Notify the Principal prior to accepting the booking of any disability or medical problem advised by any Customer, and only accept the Customer’s booking once the Agent has checked with the Principal that the Customer’s chosen Travel Arrangements are suitable in light of the Customer’s disability/medical problem.
Corrections and alterations: Notify Customers of any corrections, alterations or other information advised to it by the Principal in writing concerning any Travel Arrangements whether so advised before or after the Travel Arrangements concerned were booked, and confirm this in writing to the Customer(s) concerned.
Confirmations: Forward the Principal's own confirmation invoice and any other documents concerning the Travel Arrangements booked to the Lead Customer by first class post or email, as appropriate, immediately upon receipt.
Complaints and other Customer communications
8.1. Notify the Principal of any complaint concerning any Travel Arrangements (including any complaint or query raised by Trading Standards or any regulatory or trade body) upon receipt.
8.2. Forward to the Principal or to the Lead Customer, as applicable, all correspondence, documents and other communications of any description received from either which is intended for the other.
Refunds Owed to Customers: Promptly send to the Lead Customer all refunds received from or authorised by the Principal.
Sub-agents: May appoint any sub-agents to sell the Travel Arrangements
Changes & Cancellations By the Customer: The Agent must ensure that all requests by any Customer to change and/or cancel any booking are made in writing and signed by the Lead Customer. All changes and cancellations can only be accepted in accordance with the Principal’s Booking Conditions. The Agent will collect any applicable amendment or cancellation fee from the Customer.
Collection of Monies by the Agent
12.1. In relation to the collection of all deposits (including booking variation deposits), full payments, insurance premiums, balances, cancellation charges and other monies of any description due to the Principal from any Customer, the Agent will collect.
12.2. Where clause 12.2 is triggered, and where the Agent is unable to collect the balance payment from a Customer by the Balance Due Date, the Agent shall notify the Principal whereupon the Principal treat that booking as cancelled and issue a cancellation invoice.
12.3. The Agent shall not give access to the Travel Arrangements until correct payment has been received from the Customer.
12.4. The Agent is personally liable to the Principal for monies it should have but failed to collect from Customers in the following circumstances:
12.4.a. Deposits where the Agent has confirmed the booking.
12.4.b. The applicable fee, costs and charges payable on amendment where an amendment request has been confirmed by the Agent.
12.4.c. The total price where the Agent has confirmed a Late Booking.
Insurance: Ensure that the Lead Name is specifically advised that it is a condition of booking that travel insurance cover, appropriate for that Customer’s requirements, be purchased at or before the time of entering into a contract with the Principal.
Compliance with this Agreement: Not to sell the Travel Arrangements or to act otherwise than strictly in accordance with this Agreement.
Websites & Intellectual Property Rights
15.1. The Agent may refer to or feature the Travel Arrangements provided by the Principal on its own website.
15.2. The Principal must ensure that all such information and material provided to the Agent is accurate, clear and complete.
15.3. The Agent will ensure that its website complies with all applicable legislation and that reference the Principal’s booking conditions prominently appear on every page referring or featuring any Travel Arrangements provided by the Principal.
15.4. The Agent acknowledges that all intellectual property rights relating to use of the Principal’s company name, trading names and trademarks belong to the Principal.
15.5. Other than as expressly provided for in this Agreement, the Agent shall not, without obtaining the Principal’s prior written consent, use the Principal’s company names, trading names, trade marks or logos in any form of advertising, marketing or publicity (including but not limited to paid listings in search engines, meta tags, keywords, or links) or otherwise in connection with any PPC (pay per click) or SEO (search engine optimisation) activities. The Agent agrees that unless expressly permitted under this Agreement it shall do nothing which is intended to, or may, influence the results for internet searches involving the Principal’s company name, trading names or trademarks.
15.6. Agent shall not seek to register any Intellectual Property Rights on behalf of the Principal without the Principal’s express written consent or do or omit to do, or authorise any third party to do or to omit to do, anything which could invalidate or be inconsistent with the Principal’s Intellectual Property Rights.
Duties of the Principal
The Principal agrees:
16.1. Compliance with legislation: To ensure that it complies with all applicable laws (including) regulations, rules and codes of practice and that all its staff are familiar with these to the extent the work they are required to do is affected by them including (but not limited to):
16.1.1. Package Travel and Linked Travel Arrangements Regulations 2018;
16.1.2. Modern Slavery Act 2015; and
16.1.3. Bribery Act 2010
16.2. Required information: To ensure that it provides the Agent with all information required (and ensure such information is complete and accurate) to be given to any Customer or potential Customer at the appropriate time in whatever form the Principal considers appropriate to enable the Agent to comply with its obligation set out in clause 4.
16.3. Notification of changes and cancellation: To keep the Agent promptly informed of any changes to prices and of any significant changes to any materials supplied to the Agent and of any significant changes to or cancellation of any Travel Arrangements.
16.4. Building works: In the case of accommodation included in the Travel Arrangements, promptly advise the Agent as soon as it becomes aware of any building works which may impair the enjoyment of the accommodation included within the Travel Arrangements.
16.5. Surcharges: To promptly advise the Agent in the event of the Principal levying a surcharge.
16.6. Refunds: To promptly refund to the Agent any monies due to the Customer for whatever reason.
16.7. Provision of the Travel Arrangements: To provide the Travel Arrangements in accordance with all applicable legislation and with all reasonable skill and care. Furthermore, the Principal agrees to undertake the Travel Arrangements to the high standard reasonably expected by the Agent when providing such premium and bespoke arrangements to Customers.
16.8. Reputation: At all times, to liaise with the Agent in good faith, and not do anything which will or may bring the Agent’s name into disrepute. The Principal will not intentionally do anything or fail to do anything that may be harmful to, or adversely affect the interests of the Agent or cause the Agent to breach any law or regulation.
16.9. Platform
16.9.1. That there is a conflict between the Principal’s booking conditions uploaded to the Platform and the Principal’s booking conditions located elsewhere, the Principal’s booking conditions on the Platform will take precedence.
19.9.2. To comply with all terms located in Schedule 1.
16.10. Complaints: Liaise with the Agent to deal promptly and sympathetically with any complaints received from Customers regarding the Travel Arrangements. Where the Principal and Agent fail to agree on the handling of a claim or complaint, the Agent’s decision will be final and binding and the Principal will comply at its own expense with that decision.
16.11. Non-Circumvention: For the duration of this Agreement and for a period of three (3) years after the end of this Agreement, the Principal agrees that all third parties (including past, current or future potential Customers) introduced to the Principal by the Agent represent significant efforts and working relationships that are unique to, and part of, the Agent’s work product and intellectual capital. Therefore, without prior written consent of the Agent, the Principal agrees to refrain from conducting direct or indirect business dealing of any kind with any third party (including past, current or future potential Customers) so introduced by the Agent.
Limitation of Liability
17.1. Subject to 17.3, this clause 17 sets out the entire financial liability of the Agent (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Principal:
17.1.1. arising under or in connection with this Agreement; and
17.1.2. in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
17.2. Except as expressly and specifically provided in this agreement, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement.
17.3. Nothing in this agreement excludes the liability of either Party:
17.3.1. for death or personal injury caused by the either Party’s negligence; or
17.3.2. for fraud or fraudulent misrepresentation.
17.4. Subject to clause 17.3:
17.4.1. The Agent shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Agreement; and
17.4.2. The Agent’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement shall be limited to the amount of commission received under this Agreement from the Principal during the 2 months preceding the date on which the claim arose.
Indemnity
18.1. The Principal on behalf of itself, its employees, agents and sub-contractors agrees to indemnify the Agent for the full amount of all claims, liabilities, demands, damages, costs (including legal costs), expenses, fines and all other sums of whatever nature which the Agent reasonably incurs or becomes liable for as a result of (i) any breach of any of the terms of this Agreement by the Principal; (ii) any breach of Data Protection Legislation or other applicable law or regulation by the Principal; and/or (iii) any act or omission by the Principal outside of the scope of this Agreement or otherwise without the authority of the Agent.
18.2. This indemnity will continue to apply after this Agreement comes to an end for whatever reason. For the avoidance of doubt, the Agent shall be entitled to deduct any sums owed by the Principal pursuant to this clause from any payment due to the Principal under this Agreement or any other agreement between the parties.
Payments received by the Agent & Remittance
19.1. All monies received by the Agent from any Customer for any Travel Arrangements will be held by the Agent on express trust for the Principal at all times.
19.2. The Agent will pay all monies received from the Customer to the Principal immediately upon receipt, or as otherwise agreed between the parties in writing.
19.3. The Principal (or its liquidator, administrator or receiver as appropriate in the event of the Principal being the affected party) shall be entitled to immediate payment of all sums held by the Agent on its behalf on any of the events specified below occurring:
19.3.1. on an order being made or an effective resolution being passed for the administration or the winding up of either party other than for the purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency or on either party entering into a binding legal arrangement to pay its creditors less than the full amount due to them;
19.3.2. on either party becoming bankrupt or insolvent or having a receiving order made against it;
19.3.3. on either party suspending, ceasing or threatening to suspend or cease to carry on its business other than for the purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency or being unable or unwilling without good reason to pay its valid debts as they fall due or on the appointment of any administrative or other receiver;
19.4. For the avoidance of doubt, any and all charges arising as a result of payment of any amount due to the Principal from the Customer by credit or charge card or by any other method shall be borne exclusively by either the Principal or the Customer as the Agent and the Principal together agree.
Commission
20.1. In consideration of the Agent’s agency services, the Agent is entitled to commission on all confirmed bookings at the rate specified in Schedule 1 or such other rate as is agreed in writing on all items shown on such invoice except for levies or taxes raised by any government or public authority.
20.2. The Agent will deduct the commission due to it from the entire value of the Customer’s booking, irrespective of whether the Principal requires an initial deposit payment or full payment from the Customer, at the time of the relevant Travel Arrangement booking.
20.3. Where a Travel Arrangement is canceled (either by the Customer or the Principal), the Agent’s entitlement to the commission (as specified in Schedule 1) remains intact.
20.4. The Agent is also entitled to commission at the above rate and/or as specified in Schedule 1 on amendment fees collected from Customers for amendments confirmed by the Principal.
20.5. Where the Principal places a Property on the market for sale and
20.5.1. chooses to continue to accept Travel Arrangement bookings from Customers, and
20.5.2. such Travel Arrangement bookings are affected by the sale of the Property
commission on such Travel Arrangement will remain payable to the Agent by the Principal.
VAT
21.1. Each Party must inform the other of any changes that occur in their VAT registration number or liability to register or de-register for VAT, where applicable. The Agent is entitled, where applicable, to add VAT to its commission provided a proper VAT invoice is delivered to the Principal or such other procedure as may be agreed between the Parties, is complied with.
21.2. The Agent will comply with the terms of the HMRC approved Self-Billing VAT Agreement entered into between the parties as referred to in Schedule 1, where applicable.
Termination
22.1. This Agreement will continue in force indefinitely, but may be terminated:
22.1.1. By either party, subject to clause 22.1.2 if the other party is in serious or persistent breach of its obligations under this Agreement and fails to remedy such breach within fourteen (14) (or such longer time as may be agreed) days of the non-breaching party being notified of the breach; or
22.1.2. immediately on the Agent giving the Principal notice in writing in the event of the Principal committing any material irremediable breach(es) of this Agreement or any breach(es) which in the reasonable opinion of the Agent actually or potentially significantly prejudices the Agent’s position in any respect or committing any further breach(es) of this Agreement of the same or similar nature to any previous breach(es) of which the Agent has previously notified the Principal; or
22.1.3. by either party giving the other at least 28 days written notice of termination.
Consequences of Termination
23.1. Termination of this Agreement will not affect the rights of either party in existence prior to the effective date of termination.
23.2. The termination of this Agreement on whatever basis and for whatever reason shall not affect clauses 18 (Indemnity), 19 (Payments received by the Agent), 24 (Data Protection) and 30 (Confidentiality) which shall continue in full force and effect.
Data Protection
24.1. Both Parties will comply with the applicable requirements of the Data Protection Legislation. This clause 14 sets out the framework for the sharing of personal data between the Parties.
24.2. In this clause, the following words have the following meanings:
24.2.1. Agreed Purposes:
24.2.1.a. For the Agent to be able to make and process the Customer’s booking;
24.2.1.b. For the Principal to fulfil its contract with the Customer in providing the Customer with their booked Travel Arrangements;
24.2.1.c. For each Party to comply with its respective obligations to the Customer;
24.2.1.d. For each Party to fulfil its legal obligations to the other under this Agreement; and
24.2.1.e. All associated administrative, marketing, accounting and legal requirements.
24.2.2. Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: as set out in the Data Protection Legislation in force at the time.
24.2.3. Data Discloser: a party that discloses Shared Personal Data to the other party.
24.2.4. UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
24.2.5. Data Protection Legislation: the UK Data Protection Legislation and any other European Union legislation relating to personal data 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 relevant data protection or supervisory authority and applicable to a party.
24.2.6. Permitted Recipients: The parties to this agreement, the employees of each party, any third parties engaged to perform obligations in connection with this agreement (including suppliers of Travel Arrangements, some of whom may be located outside the UK).
24.2.7. Shared Personal Data: the personal data to be shared between the parties under clause 24.2 of this agreement. Shared Personal Data shall include the following categories of information relevant to the following categories of data subject:
24.2.7.a. Customers:
- Name, address, email address, telephone number and any other contact details;
- Dietary requirements (which may disclose religious beliefs);
- Health/medical/mobility requirements
- Passport details (including copies).
- Driving licence;
- Visa or other travel documents
24.3. Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
24.4. Effect of non-compliance with UK Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the UK Data Protection Legislation, and any material breach of the UK Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
24.5. Particular obligations relating to data sharing. Each party shall:
{1} ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(2) give full information to any data subject whose personal data may be processed under this agreement of the nature such processing. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(3) process the Shared Personal Data only for the Agreed Purposes;
(4) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(5) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(6) ensure that it has in place 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, personal data.
(7) not transfer any personal data received from the Data Discloser outside the UK unless the transferor:
(7.a) complies with the provisions of Article 26 of the GDPR (in the event the third party is a joint controller) or Article 28 of the GDPR (in the event the third party is a data processor); and
(7.b) ensures that (i) the transfer is to a country approved by the Secretary of State as providing adequate protection pursuant to Article 45 GDPR; (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
24.6. Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the UK Data Protection Legislation in relation to the Shared Personal Data. In particular, each party shall:
(1) Consult (as requested) with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(2) promptly inform the other party about the receipt of any data subject access request;
(3) provide the other party with reasonable assistance in complying with any data subject access request;
(4) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(5) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the UK Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(6) notify the other party without undue delay on becoming aware of any breach of the UK Data Protection Legislation;
(7) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(8) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(9) maintain complete and accurate records and information to demonstrate its compliance with this clause 14 and allow for audits by the other party or the other party's designated auditor; and
(10) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the UK Data Protection Legislation, including the procedures to be followed in the event of a data security breach, and the regular review of the parties' compliance with the UK Data Protection Legislation.
24.7. Indemnity. The Principal agrees to indemnify the Agent for the full amount of all damages, expenses, losses, compensation, demands, liabilities, fines, costs (including legal costs) and/or any other sum of whatever nature, which the Agent incurs as a result of a breach of the Data Protection Legislation by the Principal or of any breach of any nature whatsoever by the Principal of their obligations expressed or implied under this clause 14 and/or any act/s and or default(s) of the Principal and/or any person(s) provided or used (directly or indirectly by the Principal
Rights of Third Parties
25.1. No terms of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a third party.
Variation
26.1. There will be no variation to this Agreement without agreement between the Parties.
Notices
27.1. Any notice given to a party under or in connection with this Agreement shall be in writing and shall be sent by email to:
Agent: Director
Principal: {{representative.email}}
27.2. Any notice shall be deemed to have been received if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this clause, business hours means 9.00am to 5.00pm Monday to Friday on a day that is not a public holiday in the place of receipt.
Inconsistency
28.1. In the event of any inconsistency between the terms of this Agreement and any legislation, regulations, rules, or other requirements by which the PRINCIPAL and/or Agent is bound in the conduct of its business, the latter will apply to the extent of the inconsistency and the terms of this Agreement will be construed accordingly.
Assignment
29.1. The Principal may not assign any or all of its rights or obligations under this Agreement without the prior written consent of the Agent.
29.2. The Agent may at any time assign any or all of its rights and obligations under this Agreement.
Confidentiality
30.1. Save for the fact that the Agent is the appointed agent of the Principal for the purposes set out in this Agreement, neither party shall disclose or permit the disclosure of the terms of this Agreement to any third party without the written consent of the other unless required to do so by law or for the purposes of meeting the requirements of any regulatory body or for accountancy or tax purposes or for the purposes of seeking legal advice.
30.2. Each party undertakes to the other that during the duration of this Agreement 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.
30.3. The obligations of confidentiality in this clause 20 shall not extend to any information or matter which either party can show:
30.3.1. is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement;
30.3.2. was in its written records prior to the Commencement Date;
30.3.3. was independently disclosed to it by a third party entitled to disclose the same; or
30.3.4. is required to be disclosed under any applicable law or any regulatory authority, or by order of a court or governmental body or other authority of competent jurisdiction.
30.4. Without prejudice to any other rights or remedies of the disclosing party, the recipient party acknowledges and agrees that damages may not be an adequate remedy for any breach by it of the provisions of the Agreement and that the disclosing party may be entitled to seek the remedies of injunction, specific performance and other equitable relief from a court of competent jurisdiction for any threatened or actual breach of any such provision by the recipient party, and no proof of special damages shall be necessary for the enforcement of the rights under the Agreement.
Sale of Property by Principal
31.1. The Principal must inform the Agent immediately upon placing any Property on the market for sale (“For Sale Property”).
31.2. Where the Principal continues to allow Travel Arrangement bookings which include a For Sale Property, the Principal agrees to:
31.2.1. remain liable to each Customer who has a confirmed Travel Arrangement that includes a For Sale Property, whether or not any Customer Travel Arrangement booking may be effected by a For Sale Property;
31.2.2. inform the Customer at the time of Travel Arrangement booking that such booking includes a For Sale Property; and
31.2.3. warn Customers of the potential effect on their Travel Arrangement due to the For Sale Property; and
31.3. Where a Customer’s Travel Arrangement booking is affected by the sale of a Property, the Principal agrees:
31.3.1 to immediately inform the Customer of such effect;
31.3.2 to immediately refund the Customer any and all monies owed, due to such effect, whether through the Agent or to the Customer directly;
31.3.3 commission remains payable to the Agent, regardless of such effect om the Customer’s Travel Arrangement booking.
Waiver
32.1. No waiver of any breach will be a waiver of any subsequent breach of this Agreement. Any failure to enforce or agreement not to enforce any rights under this Agreement will not affect the rights of the party not at fault on any later occasion.
Ethics and Reputation
33.1. The Principal shall not act or make any omission or otherwise do anything which in the Agent’s reasonable opinion causes (or is likely to cause) damage to and/prejudice the Agent’s good name and/or reputation; and / or
33.2. The Principal shall comply (and shall procure that its employees, agents, subcontractors and suppliers comply) with all applicable laws, rules and regulations and codes of practice.
Applicable Law and Jurisdiction
34.1. This Agreement 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.
34.2. 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 this agreement or its subject matter or formation.
Declaration and Signature
On behalf of the Principal:
Name: {{representative.first_name}} {{representative.last_name}}
Position: {{representative.relationship.title}}
Date: {{extra.commencementDate}}
On behalf of Osare.io Limited
Name: Kieran Goodary
Position: Director
Date: {{extra.commencementDate}}