Last updated 4th May 2018
travel.cloud Online Agreement for Travel Management Services
CLICK TRAVEL LIMITED (registered number 03770815) whose registered office is at Alpha Tower, Suffolk Street Queensway, Birmingham, West Midlands, B1 1TT (“us”, “we”, “our”), and
The company, organisation or sole trader who enters into this Agreement in the course of their business for the provision of travel management services (the “Services”) by opening an account at travel.cloud and booking travel (“you”, “your”)
- APPOINTMENT AND INTERPRETATION
- You appoint us to provide the Services to you on the terms and conditions of this Agreement as a general agreement for the arrangement of business travel, and travel.cloud is made available only for such Services.
- We will perform the Services in accordance with this Agreement, including providing you with access to travel.cloud to place Orders, and placing Bookings with Travel Service Providers on your behalf following receipt of an Order.
- Capitalised words are defined at the end of this Agreement. References to any statute or statutory provision will include any subordinate legislation made under it and will be construed as references to such statute, statutory provision and/or subordinate legislation as modified, amended, extended, consolidated, re‑enacted and/or replaced and in force from time to time. Any words following the words “include”, “includes”, “including”, “in particular” or any similar words or expressions will be construed without limitation and accordingly will not limit the meaning of the words preceding them.
- This Agreement will commence on the date we accept your account or from the first time you place an Order with us, whichever is sooner. It will continue whilst we are providing Services to you, until and unless terminated by either party in accordance with clause 11.
- cloud may only be used for the purposes of making Orders or managing Bookings, or such other purposes as may be agreed between the parties from time to time. You will, and you will ensure any Users will use travel.cloud in accordance with the Online Help.
- You, when using or permitting the use of travel.cloud to make or manage Bookings, will not:
- make travel.cloud available to anyone other than Users;
- use travel.cloud to store or transmit infringing, or otherwise unlawful material, or to store or transmit material in violation of third-party privacy rights;
- use travel.cloud to store or transmit viruses, worms, time bombs, trojan horses and/or other harmful or malicious code, files, scripts, agents or programs;
- interfere with or disrupt the integrity or performance of travel.cloud or third-party data contained therein;
- attempt to gain unauthorised access to travel.cloud or its related systems or networks;
- access, monitor or copy any content or information of travel.cloud using any robot, spider, scraper or other automated means or any manual process for any purpose without express written permission of us;
- violate the restrictions in any robot exclusion headers on travel.cloud or bypass or circumvent other measures employed to prevent or limit access to our website;
- access the Services or travel.cloud for the purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes;
- take any action that imposes, or may impose, in our opinion, an unreasonable or disproportionately large load on our infrastructure; or
- deep-link to any portion of our website for any purpose.
- You acknowledge that:
- you are responsible for ensuring that Orders are made accurately. We will not stop you from placing futile Orders (e.g. booking two flights to the same place at the same time for the same Traveller). If conflicting Orders are placed and corresponding Bookings are made, we are not liable to offer a refund; and
- cloud is an online services, and as such is provided as is and will not be uninterrupted or error-free.
- We will place Bookings with Travel Providers in accordance with Orders received from you. It is your responsibility to ensure that each Booking accurately reflects the Order placed. You agree and acknowledge that:
- by placing an Order you authorise us to make Bookings on your behalf, subject to the Travel Provider Conditions. All Bookings are placed by us with the Travel Providers on your behalf, including communicating any instructions from you such as applicable authorised limits. Any contract for the Booking is between you and the Travel Provider and is subject to any Travel Provider Conditions, and you, the Users and the Travellers will be bound by the Travel Provider Conditions, in addition to the terms of this Agreement. You are responsible for ensuring that you and all Users and Travellers read and comply with the Travel Provider Conditions.
- we have no liability to you, Travellers and/or Users for any breach by the Travel Provider of the Travel Provider Conditions any changes to the Travel Provider’s Services in accordance with the Travel Provider Conditions, or any additional charges imposed on you by the Travel Provider relating to cancellations, billing methods, payment methods, taxes or any other additional charges
- all Travel Providers are independent contractors and not subcontractors, agents or employees of us.
- A credit card may be required by a Travel Provider as a form of guarantee of payment. We are not responsible or liable for any inconvenience or costs arising as a result of a Traveller travelling without a debit or credit card.
- The Travel Provider’s Services may be subject to cancellation by the Travel Provider without prior notice and we exclude all financial and/or other liability arising from any such cancellation.
- If in relation to a hotel Booking you cancels your hotel Booking but do not do so as permitted within the terms and time period set out in the relevant Travel Provider Conditions, we reserve the right to make a charge to you equal to the value of the first night’s accommodation Booked and such charge will be payable in full to us and you will have no right to any refund or reimbursement for such charge in any circumstances.
- If you purchase an ATOL protected flight, it will be provided with an ATOL certificate. ATOL protection is only available when an air ticket is booked in conjunction with an ancillary service such as hotel accommodation or car hire. The ATOL certificate lists what is financially protected, where you can get additional information and who to contact in emergency situations. We or the Travel Providers listed on the ATOL certificate will provide you with the services listed on the ATOL certificate (or a suitable alternative). Where neither We nor the Travel Provider are able to provide the services for reasons of insolvency, an alternative ATOL holder may provide you with the services purchased. You agrees that in those circumstances the alternative ATOL holder will perform any outstanding obligations and will pay any money outstanding to that alternative ATOL holder. In circumstances where it is not be possible to appoint an alternative ATOL holder, you will be entitled to make a claim under the ATOL scheme.
- VARIATIONS AND CANCELLATIONS
- All cancellations or variations to any Bookings must be made by you through travel.cloud, where a cancellation reference will be provided.
- No refund can be paid without a cancellation reference. We will endeavour to obtain a refund from Travel Providers for Booking Costs if requested but no refund can ever be guaranteed.
- Users may request cancellation or variation to a Booking through travel.cloud on the following conditions:
- all requests for cancellation/variation will be dealt with by us on behalf of the Travel Providers concerned;
- cancellations and changes will be undertaken in accordance with the applicable Travel Provider’s policies, which may impose additional cancellation charges. If such cancellation or variation charges are imposed by a Travel Provider these will be borne by you in full; and
- variation to any Booking may require cancellation of the original Booking (which may incur charges imposed by us up to the full value of the Booking) and creating a new Booking for which you will be required to pay the Fees and Charges in addition to any prior charges payable. If a cancellation or variation request is required for travel in less than 2 hours’ time it must be requested by telephone not email.
- If the Traveller for any Booking does not participate in the Service, we are not obliged to pay any refund. If the Traveller for a Booking does not attend for the first night of a hotel reservation but plans to check-in for subsequent nights in the reservation, the User must confirm in writing a variation to the relevant Booking to Click Travel no later than the original date of check-in, failing which the Booking may be subject to cancellation by the Travel Provider and subject to cancellation charges. Failure to attend for an outbound flight may result in the return journey being cancelled without refund.
- DATA PROTECTION
- In performing the Services and its other obligations under this Agreement we will comply with the Data Protection Laws. You authorise us to Process the personal data to be processed and provided pursuant to this Agreement as set out in Table 1 at the end of this Agreement (Agreement Personal Data) during the term as a Data Processor for the purpose of providing the Services.
- You acknowledge that we use a number of third party processors in the provision of the Services and consents to such use (“Authorised Sub-Processors”). Any changes to Authorised Sub-Processors shall be notified to you, and you shall have the opportunity to object.
- If we appoint an Authorised Sub-Processor pursuant to clause 2, we will ensure that there is in place a written contract between us and the Authorised Sub-Processor that specifies the Authorised Sub-Processor’s Processing activities and imposes on the Authorised Sub-Processor equivalent terms to those imposed on us in this clause 6. We will remain responsible for all acts and omissions of Authorised Sub-Processors as if they were our own.
- We will, and will procure that any Authorised Sub-Processor will:
- Process the Agreement Personal Data only on documented instructions (including this Agreement and any Order placed by any User) from you;
- without prejudice to clause 4.1, ensure that Agreement Personal Data will only be used for the purpose of providing and to the extent required to provide the Services;
- only permit any Processing of Agreement Personal Data outside the United Kingdom and/or the European Economic Area by Authorised Sub-Processor who provide appropriate safeguards for the protection of Personal Data as required by the Data Protection Legislation, or in order to comply with United Kingdom, European Union (as it is made up from time to time) or European Union Member State Applicable Laws in which case we will notify you of such legal requirement prior to such transfer unless such Applicable Laws prohibit notice to you on public interest grounds);
- ensure that any individual authorised to Process Agreement Personal Data has committed to confidentiality or is under an appropriate statutory obligation of confidentiality and will comply with this clause 6;
- implement (and assist you to implement in relation to the implementation of the Services) technical and organisational measures at a minimum to ensure a level of security appropriate to the risk presented by Processing the Agreement Personal Data, in particular from a Data Security Incident;
- notify you without undue delay after becoming aware of a Data Security Incident. Where, and in so far as, it is not possible to provide all the relevant information at the same time, the information may be provided in phases without undue further delay, but we (and Authorised Sub-Processors) may not delay notification under this clause 4.6 on the basis that an investigation is incomplete or ongoing;
- assist you in:
- responding to requests for exercising Data Subjects’ rights under the Data Protection Laws by appropriate technical and organisational measures, insofar as this is possible;
- documenting any Data Security Incidents and reporting any Data Security Incidents to any supervisory authority and/or Data Subjects;
- taking such reasonable measures to address Data Security Incidents, including, where appropriate, measures to mitigate their possible adverse effects; and
- conducting privacy impact assessments of any Processing operations and consulting with supervisory authorities, Data Subjects and their representatives accordingly; and
- You acknowledge that Personal Data relating to Users or Travellers who provide a marketing consent to us or who also use travel.cloud for personal travel (“Individual User Data”) will be processed by us as Data Controller.
- If requested by you, we shall securely delete or return to you all Agreement Personal Data promptly after the end of the provision of Services relating to Processing, and securely delete any remaining copies. For the avoidance of doubt, Individual User Data may be retained by us as Data Controller.
- We will, and will procure that Authorised Sub-Processors will make available to you all information necessary to demonstrate compliance with the obligations set out in this clause 6.
- INTELLECTUAL PROPERTY RIGHTS
- The Intellectual Property Rights in travel.cloud will be and remain our property. Any Intellectual Property Rights which come into existence as a result of the performance by us of the Services will be the property of us or our licensors.
- Without prejudice to any other rights granted under this Agreement we will grant to you a right to use travel.cloud for the purposes envisaged by and in accordance with this Agreement during the term.
- You shall not:
- reproduce, redistribute, create derivative works of travel.cloud;
- copy, frame or mirror any part of travel.cloud, other than for its own internal purposes in order to facilitate the use of travel.cloud under this Agreement;
- reverse engineer, decompile or disassemble travel.cloud except and only to the extent that such activity is expressly permitted by Applicable Law notwithstanding this limitation.
- We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you and/or Travellers or Users relating to the operation of the Services.
- Unless otherwise agreed, you agree that we may refer to you as a user of travel.cloud on our website and in other publicity, and you grant to us a non-exclusive licence to use, reproduce and apply your organisation’s logo or other branding (as it appears on your website) in connection with the promotion of travel.cloud during the term of this Agreement.
- Save as set out in clause 2, 7.4 and 7.5, neither party will receive any rights in respect of the Intellectual Property Rights of the other party.
- CUSTOMER OBLIGATIONS
- You will:
- be responsible for compliance with this Agreement by all Users as if they were a party to this Agreement;
- be responsible for the accuracy, quality and legality of all data and information provided to us under this Agreement;
- provide us with complete and accurate payment, billing and contact information and promptly notify any changes to such information;
- be liable to pay for the Services as soon as an Order has been fulfilled by us. After receipt of an Order, we will confirm by email that the Order has been fulfilled and the cost of the service whether estimated or fixed. Non-receipt of such an email does not waive your liability for the cost of services under such Order;
- ensure that each Traveller has appropriate documentation to enter and where necessary work in a foreign country before travelling to that country. This may include a passport with appropriate validity and a visa of the correct type and validity, and research and obtain required or recommended medical vaccinations for any country to which a Traveller intends to travel;
- prevent any unauthorised access to travel.cloud or the Services. If any such unauthorised access or use of travel.cloud or the Services comes to your attention you will notify us immediately.
- CHARGES, INVOICING AND PAYMENT
- You will pay the Charges, including the Fees and all Booking Costs to us in accordance with this Agreement.
- Any Fees payable in respect of the Services will be agreed by us and you in writing.
- You acknowledges that by submitting an Order, we will be authorised to take pre-payment for all Fees and Booking Costs with the Travel Provider or, if we have agreed a credit account with you, settle all Booking Costs with the Travel Provider and discharge all debts with Travel Providers and to invoice you on a weekly basis for such Booking Costs and any related Fees.
- Each invoice will be payable by you on or prior to the date that is 14 days following the date of the invoice. All payments will be made in pounds sterling in available cleared funds to the bank account specified in the invoice.
- Any sum payable under this Agreement is exclusive of VAT (and any other similar or equivalent taxes, duties, fees and levies imposed from time to time by any government or other authority, including in other jurisdictions) which will be payable in addition to that sum in the manner and at the rate prescribed by law from time to time, subject to receipt by the paying party of a valid VAT invoice.
- Credit is subject to status. You give us permission to obtain credit reports on you and monitor credit worthiness on an ongoing basis. Our opinion on credit worthiness is final and may not be disputed. We reserve the right to remove credit if in our opinion creditworthiness is not satisfactory.
- If you, on bona fide grounds, dispute any part of an amount invoiced by us, you may, within 7 days of the date of the relevant invoice, notify us in writing of that dispute giving details of the nature of the dispute and the amount that you claim should have been invoiced and you will pay that part of the invoice which is not disputed.
- LIMITATION OF LIABILITY
- Subject to clauses 2 and 10.2.1 our maximum aggregate Liability which arises from any act, event, omission or circumstance which occur in any one Year will be limited to the lesser of 100% of the Charges paid by you to us in that Year or £200,000 (two hundred thousand pounds).
- Nothing in this Agreement will operate to exclude or restrict one party’s Liability (if any) to the other:
- for death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable (negligence being as defined in Section 1(1) Unfair Contract Terms Act 1977);
- for its fraud or fraudulent misrepresentation or fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or
- for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
- We will have no Liability to you for any:
- loss of profit (whether direct, indirect or consequential);
- loss of revenue, loss of production or loss of business (in each case whether direct, indirect or consequential);
- loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct, indirect or consequential);
- loss of anticipated savings or loss of margin (in each case whether direct, indirect or consequential);
- loss of bargain (whether direct, indirect or consequential);
- liability of you to third parties (whether direct, indirect or consequential);
- loss of use or value of any data or software (whether direct, indirect or consequential);
- wasted management, operational or other time (whether direct, indirect or consequential);
- loss or damage arising out of any failure by you to keep full and up to date security copies of any computer program and data held or used by or on behalf of you (whether direct, indirect or consequential); or
- indirect, consequential or special loss.
- Nothing in this clause 10 will prevent or restrict the right of a party to seek injunctive relief or specific performance or other discretionary remedies of the court.
- TERMINATION AND SUSPENSION OF SERVICES
- Either party may terminate this Agreement by giving not less than 7 (seven) days’ written notice to that effect to the other party at any time.
- If a party:
- commits a material breach of this Agreement which cannot be remedied; or
- commits a material breach of this Agreement which can be remedied but fails to remedy that breach within 30 Business Days of a written notice setting out the breach and requiring it to be remedied being given by the other party,
- the other party may terminate this Agreement immediately by giving written notice to that effect to the party in breach.
- A material breach can be remedied if the party in breach can comply with the relevant obligation in all respects other than as to time of performance unless time of performance of such obligation is of the essence.
- Clause 2 will not apply to any failure by you to make any payment due to us under this Agreement on or before the due date. Clause 11.3 will apply instead to any such failure.
- We may terminate this Agreement immediately by giving written notice to that effect to you if you fail to make any payment due to us under this Agreement within 14 days after the due date.
- Without prejudice to our other rights and remedies:
- if payments are regularly late, we may withdraw the option of BACS (where relevant) and offer Direct Debit or credit card as an alternative only;
- if any invoice is 14 days or more overdue, we may demand that all monies owing to us become immediately due and payable and we may suspend all Services until such amounts are paid in full.
- CONSEQUENCES OF TERMINATION
- Following the date of termination of this Agreement, clauses, 6, 10, and 12 will continue in force together with any other provisions which expressly or impliedly continue to have effect after expiry or termination of this Agreement and all other rights and obligations will immediately cease without prejudice to any rights, obligations, claims (including claims for damages) and liabilities which have accrued prior to the date of termination.
- All Bookings made prior to termination will remain in full force and effect under this Agreement and the Travel Provider Conditions unless cancelled in accordance with clause 5.
- ANTI-CORRUPTION AND ANTI-SLAVERY
- We will not, and will procure that its officers, employees, agents and sub-contractors will not, commit any act which causes you to be guilty of an offence under Section 7 Bribery Act.
- We will comply with Applicable Laws relating to Modern Slavery and will not engage in any practice that amounts to (a) slavery or servitude (each as construed in accordance with Article 4 of the Convention for the Protection of Human Rights and Fundamental Freedoms of 4 November 1950, as amended), (b) forced or compulsory labour (as defined by the International Labour Organisation’s Forced Labour Convention 1930 (No. 29) and Protocol) (c) human trafficking or (d) the arrangement or facilitation of the travel of another person with a view to that person being exploited.
- ENTIRE AGREEMENT
- This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement in respect of its subject matter. Nothing in this clause 14 will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation.
- NO PARTNERSHIP OR AGENCY
- Nothing in this Agreement and no action taken by the parties in connection with it will create a partnership or joint venture between the parties or, save as expressly provided otherwise in this Agreement, 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.
- RIGHTS OF THIRD PARTIES
The parties do not intend that any term of this Agreement will be enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person.
- GOVERNING LAW
- This Agreement and any non-contractual obligations arising out of or in connection with it will be governed by the law of England and Wales.
- Subject to clause 2, the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement (including in relation to any non-contractual obligations).
- Any party may seek specific performance, interim or final injunctive relief or any other relief of similar nature or effect in any court of competent jurisdiction.
- Subject to clause 2, each party waives any objection to, and agrees to submit to, the jurisdiction of the courts of England and Wales.
Table 1: Agreement Personal Data
|Subject matter of Processing||The provision of travel services|
|Duration of Processing||The Term|
|Nature of Processing||The collection, storage, use and analysis of traveller personal data|
|Purpose of Processing||The provision of travel services to the individual data subject, via their employer|
|Type of Personal Data||Title and name|
Contract details (including email address and phone number)
Advance Passenger Information (APIS details) including gender, date of birth, passport details)
Loyalty scheme information
Payment Card information
Information about bookings
Communications and correspondence
|Categories of Data Subject||Users of travel.cloud|
“Applicable Law” means (a) any law including any statute, statutory instrument, bye-law, order, regulation, directive, treaty, decree, decision (as referred to in Article 288 of the Treaty on the Functioning of the European Union) (including any judgment, order or decision of any court, regulator or tribunal); (b) any legally binding rule, policy, guidance or recommendation issued by any governmental, statutory or regulatory body; and/or (c) any legally binding industry code of conduct or guideline; in force from time to time which relates to this Agreement and/or the Services.
“Booking” means a booking for Travel Provider’s Services placed by us following receipt of and in accordance with an Order.
“Booking Costs” means the costs of the Travel Provider’s Services including:
- all charges and fees levied by Travel Providers and distribution channels for the relevant Booking, including credit card surcharges, airline segment charges and API fees;
- any charges made by the Travel Provider (whether within or over any applicable authorised limits) for items ordered directly with us;
- Credit Card fees, which apply on transactions where we act as the merchant and are payable by you;
- any cancellation fees imposed by the Travel Provider in the case of cancellation by you.
All known charges at the time of booking are presented and itemised to the User prior to completing an Order, but such charges may fluctuate in accordance with the Travel Provider’s Conditions.
“Business Day” means a day that is not a Saturday, Sunday or public or bank holiday in England and/or Wales
“Charges” means the charges to be paid by you to us, including the Booking Costs and the Fees
“Data Protection Laws” means all Applicable Laws relating to data protection, the processing of personal data and privacy, including: the Data Protection Act 1998; (with effect from 25 May 2018) the General Data Protection Regulation (EU) 2016/679; and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (as may be amended by the proposed Regulation on Privacy and Electronic Communications); and references to “Data Subjects”, “Personal Data”, “Process”, “Processed”, “Processing” and “Data Processor” have the meanings set out in, and will be interpreted in accordance with the Data Protection Laws
“Data Security Incident” means the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Agreement Personal Data transmitted, stored or otherwise Processed
“Fees” means any fees agreed in writing between us and you from time to time which are payable as part of the Charges, which for the avoidance of double does not include the Booking Costs, but which may include management fees for the Services or other premium services provided by us, including the provision of access to an advertisement-free travel.cloud
“Journey Ticket” means a one return journey ticket for one Traveller or two single tickets for one Traveller where the second ticket is the reverse journey of the first
“Liability” means liability arising out of or in connection with this Agreement, whether in contract, tort, misrepresentation, restitution, under statute or otherwise, including any liability arising from a breach of, or a failure to perform or defect or delay in performance of, any of a party’s obligations under this Agreement, in each case howsoever caused including if caused by negligence
“Online Help” means the online user guide for the Services, accessible via login at httP://travel.cloud/ as updated from time to time
“Order” means any order that is placed by you and accepted by us (whether by telephone call, email, on-line booking or other form of communication) requesting a Booking for Services, which may be evidenced by us publishing a voucher for the Order with confirmed status to travel.cloud
“Services” means the travel management services to be provided by us in accordance with this Agreement
“travel.cloud” means our online travel booking service, accessible to you via login at http://travel.cloud/, but which may change from time to time provided the essential nature of the Services is maintained
“Travel Provider” means a provider of Travel Provider’s Services whose products are available for purchase through travel.cloud including, but not limited to, airlines, hotels, car hire, rail and ferry companies and any other business sourced by us to provide Travel Provider’s Services from time to time
“Travel Provider Conditions” means the terms and conditions of or other restrictions relating to each Travel Provider in relation to the Travel Provider Services offered by such Travel Provider as at the date of each Booking
“Travel Provider’s Services” means an air ticket, hotel booking, train ticket, hire car rental or other such service offered by a Travel Provider and available for purchase through travel.cloud or otherwise through us
“Traveller” means a User or other person authorised to travel or otherwise take advantage of the Booking placed in that person’s name.
“User” means an individual who is authorised by you to use the Services. Users may include but are not limited to employees and third parties (such as consultants, contractors and agents) who use the Services exclusively for your benefit
“Voucher” means: in respect of hotel accommodation, each Booking; and in respect of air travel, each return journey Booking for one Traveller (including all connecting flights), or each single journey Booking for one Traveller (including all connecting flights).
“Year” means the period of 12 months from the Effective Date or any anniversary of the Effective Date.