AIRLINE TICKET AGENT'S AGREEMENT
THIS AGREEMENT is made on [ DATE OF SIGNATURE ]
BETWEEN:
MONARCH AIRLINES LIMITED registered in England as Company Number 00907593 whose registered office is
Prospect House, Prospect Way, London Luton Airport, Bedfordshire, LU2 9NU (the "Airline")
and
[ COMPANY NAME ] registered in England with company number [ COMPANY NUMBER ] whose registered office
is [ ADDRESS ]
or, if an individual: [
NAME
] of [
ADDRESS
] trading as [
] (the "Agent")
IT IS AGREED AS FOLLOWS:
1.
DEFINITIONS
“Airline Ticket Agent”
means, pursuant to ATOL Regulation 13, a person appointed by an aircraft
operator as its agent to make available flight accommodation on a flight
operated by that aircraft operator;
"ATOL Regulations"
means The Civil Aviation (Air Travel Organisers' Licensing) Regulations
2012;
"Confidential Information"
information of a confidential nature (including trade secrets and
information of commercial value) concerning the Airline communicated by
the Airline to the Agent;
"Consumer"
means an individual who: (a)
makes use of flight accommodation for travel in person or provides it to
another person who uses that flight accommodation for travel in
person;
(b)
intends to make use of flight accommodation for travel in person or
intends to provide it to another person to use that flight
accommodation for travel in person; or
(c)
makes use of flight accommodation for travel in person which has been
provided to them by a person who is a consumer by reason of subparagraph (a);
but is not a person who procures flight accommodation in the course of
business while acting as the agent of another person who uses that flight
accommodation for travel in person;
Flight Accommodation"
means accommodation for the carriage of persons on flights in any part of
the world;
"Intellectual Property"
means any patent, copyright, logo, registered design, unregistered design
right, trade mark or other intellectual property owned or used by the Airline
together with any current applications for any registrable items of the
foregoing;
2.
“Package Travel Regulations”
means the Package Travel, Package Holidays and Package Tours
Regulations 1992;
"Sales"
means sales of Tickets by the Agent on behalf of the Airline in accordance
with the terms of this agreement;
"Standard Terms"
means information published by the Civil Aviation Authority pursuant to the
ATOL Regulations, including but not limited to Official Record Series 3
(ORS3) and the ATOL Standard Agency Terms as published from time to
time; and
"Ticket(s)"
means ticket(s) (including documentation which has a valid Passenger
Number Reference) for the carriage of persons on flights operated by the
Airline under airline code ZB.
APPOINTMENT
The Airline appoints the Agent as its non-exclusive Airline Ticket Agent to promote and sell its Tickets in the
United Kingdom on the terms of this agreement and the Agent accepts the appointment on those terms.
3.
COMMENCEMENT AND TERM
This agreement shall commence on the date on which a completed copy is received by the Airline from the
Agent and shall continue in force unless earlier terminated in accordance with clause 11 ("the Term").
4.
AGENT'S OBLIGATIONS
The Agent undertakes and agrees with the Airline at all times during the term of this agreement:
4.1
To act towards the Airline conscientiously and in good faith and in accordance with the terms of this agreement
and not to allow its interests to conflict with the duties that it owes to the Airline under this agreement and the
general law;
4.2
Except as authorised by the Airline, not to act in a way which will incur any liabilities on behalf of the Airline nor
to pledge the credit of the Airline;
4.3
To comply with all reasonable instructions of the Airline concerning marketing and Sales and generally to
carry out its agency in such manner as it thinks best to promote the interests of the Airline;
4.4
To use all reasonable endeavours to promote Sales with all due care and diligence and, if required by the
Airline, participate in direct mail activities and promotional opportunities, staff and/or Consumer events and
incentives, airport visits and product updates;
4.5
Display the Airline's lowest return scheduled fare in any automated fares database accessible by the Agent;
4.6
Not enter into any activity that discriminates against sales of the Airline's Tickets, products and/or
services;
4.7
To inform the Airline promptly of any complaint by a Consumer, provide details of the complaint to enable the
Airline to handle that complaint and co-operate fully with the Airline to resolve the same;
4.8
To maintain a list of Consumers who have purchased Tickets and on request to supply a copy of that list to
the Airline, including full contact details of the Consumers in order to facilitate the Airline’s direct
correspondence with the relevant Consumers for the purposes of emergency response planning and
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operational liaison in the event of flight disruption etc;
4.9
To collect all monies due to the Airline from Consumers in respect of Sales by the Agent and account for
and pay the same to the Airline before any Ticket is issued.
4.10
To indemnify the Airline against any liabilities incurred by the Airline as a result of the Agent breaching any
law or acting negligently or in breach of the provisions of this agreement;
4.11 To maintain a comprehensive policy of professional indemnity and public liability insurance;
4.12
To comply with all applicable laws, statutes and regulations including (but not limited to) those relating to antibribery and anti-corruption as set out in the Bribery Act 2010 and those relating to data protection, privacy
and security as set out in the Data Protection Act 1998 and produce to the Airline on request evidence of its
policies and procedures to ensure compliance;
4.13
To allow the Airline's authorised representatives at any reasonable time to have access to the Agent's
premises for the purpose of inspecting the Agent's books and records;
4.14
To inform Consumers that all Tickets are issued subject to the Airline's General Conditions of Carriage and the
Conditions of Contract of the Airline, which are subject to change from time to time, and to supply a copy to a
Consumer on request;
4.15
To comply at all times with the ATOL Regulations and any applicable Standard Terms and (save where
exempted by the ATOL Regulations):
(a)
Not make available Flight Accommodation except to a person who the Agent has reasonable grounds
for believing is the Consumer of that Flight Accommodation;
(b)
Not accept a booking from the Consumer for a Flight Plus arrangement (as defined under ATOL
Regulation 24) or as part of a package as defined by the Package Travel Regulations;
(c)
Immediately upon receipt of any payment for the Flight Accommodation supply a confirmed Ticket by
the following specified method:
(i)
in the case of a Consumer who is present, providing the confirmed Ticket to that Consumer
at the time such payment is made;
(ii)
in the case of a Consumer who is not present, immediately sending to that person the confirmed
Ticket by email or some other equivalent electronic means; or
(iii)
in the case of a Consumer who makes a booking by telephone, either immediately sending the
confirmed Ticket by email or some other electronic means or immediately posting the confirmed
Ticket to the Consumer.
For the purposes of (i) to (iii) above, a "Consumer" includes a person whom the Agent has reasonable
grounds for believing is the Consumer of the Flight Accommodation;
(c)
When supplying a confirmed Ticket, at the same time and by the same method notify the person to
whom the Ticket is supplied that they are an Airline Ticket Agent for the Airline;
(d)
If so required by the Civil Aviation Authority, produce to it within any period specified a copy of this
Agreement.
5.
AIRLINE'S OBLIGATIONS
5.1
The Airline will, subject to the terms of this agreement, make Tickets available to the Agent in all classes and
cabins.
5.2
The Airline permits the agent to add a service fee to the price of Tickets provided that any such service fee is
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shown separately and the Agent makes it clear to the Consumer(s) that any service fee is charged by and
payable to the Agent and not to the Airline.
6.
CONFIDENTIAL INFORMATION
6.1
The Agent shall not disclose Confidential Information to any third party (except those who have a need to
know for the performance of this agreement) or use it other than for performance of this agreement except:
6.2
(a)
with the prior written consent of the Airline; or
(b)
by requirement of law in which event the Agent shall inform the Airline in writing of such requirement
as soon as reasonably practicable.
The provisions of this clause shall not apply to such Confidential Information if it is:
(a)
in the public domain otherwise than by failure of the Agent to comply with this clause; or
(b)
in possession of the Agent before these confidentiality obligations came into effect; or
(d) obtained from a third party who is free to disclose the same.
6.3
In the event that the Agent discloses any Confidential Information to any third party, the Agent shall remain
jointly and severally liable for the performance of this clause by any such third party and the Agent shall ensure
that such third party is made aware of and complies with the obligations under this clause.
7.
INTELLECTUAL PROPERTY
7.1
The Agent acknowledges that the Airline's rights to the Intellectual Property used on or in relation to Sales and
the Airline's business and the goodwill connected with that are the Airline's property.
7.2
The Agent accepts that:
(a) it is only permitted to use the Intellectual Property for the purposes of and during the term of this
agreement and only as authorised by the Airline hereunder;
8.
(b)
other than to that extent, it has and shall have no right to use or to allow others to use the Intellectual
Property or any part of it;
(c)
it shall not use any trademarks, trade names or get-up which resemble the Airline's trademarks,
trade names or get-up and which would therefore be likely to confuse or mislead the public or a
section of the public;
(d)
it shall not 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 Intellectual Property; and
(e)
it shall make a statement in any advertising material and promotional literature produced by or for it in
connection with the Sales as to ownership of any relevant Intellectual Property used or referred to therein.
LIMITATION OF LIABILITY
The Airline shall have no liability to the Agent for any consequential or indirect loss or damage, or for any loss
of profits, loss of revenues or any other form of economic loss arising out of or in connection with this
agreement.
9.
VARIATION
No variation of this agreement shall be effective unless made in writing and signed by a duly authorised
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representative on behalf of both parties.
10.
ASSIGNMENT
Neither the rights nor the obligations of the Agent under this agreement may be assigned, transferred, subcontracted or otherwise disposed of, in whole or in part, without the prior written consent of the Airline.
11.
TERMINATION
11.1
Either party may terminate this agreement on not less seven (7) days written notice.
11.2
Either party may terminate this agreement forthwith upon written notice to the other, if the other party:
(a)
Commits a material breach of this agreement which it fails to remedy within seven (7) days of having
been notified in writing of such breach;
(b)
Goes into liquidation or an administrator, a receiver or a manager is appointed over all or any of its assets
or business, an order or resolution is made for its liquidation (other than of the purpose of reconstruction
or amalgamation) or it makes an arrangement for the benefit of its creditors or takes or suffers any
similar action in consequence of any debt;
(c)
Is amalgamated or merged with or acquires an interest in another entity or is in any way involved in a
reconstruction or any situation analogous to the foregoing occurs in any jurisdiction.
11.3
Any termination of this agreement shall be without prejudice to the rights and obligations of the
parties accruing prior to such termination.
12.
THIRD PARTIES
A person who is not party to this agreement shall have no right under The Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this agreement. This clause does not affect any right or remedy of
any person which exists or is available otherwise than pursuant to that Act.
13.
GOVERNING LAW
This agreement shall be governed by and construed in accordance with English Law and the parties submit
to the exclusive jurisdiction of the English courts.
14.
NO PARTNERSHIP
Nothing in this agreement, and no action taken by the parties pursuant to this agreement, shall
constitute, or be deemed to constitute, a partnership or joint venture between the parties.
15.
WAIVER
15.1
This agreement shall not be waived in whole or in part except where agreed by both parties in writing.
15.2
The non-enforcement of any of the terms of this agreement by either party shall not be construed as a waiver
of any of that party's other rights.
16.
ENTIRE AGREEMENT
This agreement shall constitute the entire agreement between the parties to the exclusion of all other
terms and conditions and prior or collateral agreements, negotiations, notices of intention and
representations and the parties agree that they have not been induced to enter into this agreement on the
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basis of any representation. Furthermore, the parties shall not be bound by or be liable for any statement,
representation, promise, inducement or understanding of any kind or nature not set forth in this
agreement and no amendment to this agreement shall be binding on either party unless in writing and signed
by an authorised representative of each party.
17.
NOTICES
17.1
Any notice required to be given under this agreement shall be in writing and shall be sent by email and
either delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier,
to the other party at its address set out below:
Airline:
Monarch Airlines Limited
Prospect House, Prospect Way, London Luton Airport
Bedfordshire LU2 9NU
[email protected]
Agent:
[ ADDRESS ]
[ EMAIL ]
or otherwise specified by the relevant party by notice in writing to the other party.
17.2
Any notice shall be deemed to have been duly received:
(a) if delivered personally, when left at the address and for the contact referred to in this clause; and
(b) if sent by pre-paid first class post or recorded delivery, at 9.00am on the second business day after
posting; or
(c)
if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed.
Agreed for and on behalf of:
Agreed for and on behalf of:
MONARCH AIRLINES LIMITED
[ ]
……………………………………………..
……………………………………………..
Name: Dawn Hardwick
Name:
Title: Senior Trade Sales & Distribution Manager
Title:
Date: 30/11/2016
Date:
Address:
Prospect House, Prospect Way, London Luton
Airport, Bedfordshire, LU2 9NU
Address:
[ ]
Email: [email protected]
Email:
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