AGENCY AGREEMENT
This Agreement is made this
day of
2015
Between
(1)
First Aviation Limited trading as Monarch Airlines (co. number 02783179, holder of ATOL no. 4888), whose
registered offices are at Prospect House, Prospect Way, London Luton Airport, Luton LU2 9NU (“FAV”); and
(2)
of
("Agent")
The parties agree as follows;Definitions
1.
In this Agreement, the following words have the following meanings:-
(1)
“Agent” means the travel agency business specified above (including all current and future branches
and trading addresses unless FAV otherwise specifies);
(2)
"Agreement” means this agreement including all schedules and agreed amendments;
(3)
“ATOL” means an Air Travel Organiser’s Licence issued by the CAA pursuant to the
Regulations;
(4)
"ATOL Certificate" means a document which complies with the requirements specified in Regulation 19
of the ATOL Regulations;
(5)
"ATOL Regulations" means the Civil Aviation (Air Travel Organisers' Licensing) Regulations 2012
(Statutory Instrument 2012 No. 1017) and any amendment or re-enactment of the same;
(6)
"ATOL Requirements" means the ATOL Regulations, all other legislation which relates to or affects the
sale of flight accommodation in the UK, the Standard Terms applicable to ATOLs as issued and varied
by the CAA from time to time, any terms applicable to the ATOL held by any FAV company or the
Agent at any time in addition to the Standard Terms and all other requirements of the CAA as
applicable and varied from time to time;
(7)
"Balance Due Date" means the date on or by which the full cost of the Product must be paid to FAV by
Customers under its applicable booking conditions;
(8)
“Booking(s)” means any booking of any Product(s) made by the Agent for any Customer with FAV;
(9)
“Booking Fee(s)” means any fee which the Agent may at its discretion charge to Customers in addition
to the price of the Product for its services in connection with making the Booking;
(10)
"CAA" means the Civil Aviation Authority;
(11)
"Customer(s)" means the person(s), or any of them, who purchase any Product(s) or on whose behalf
any Product(s) are purchased from FAV;
(12)
“Customer Selling Price(s)” means the prices (or any of them) at which the Agent sells or offers to sell
any Flight(s) to Customers;
(13)
“Dynamic Package” means a combination of services which satisfy the definition of a “package” in the
Package Travel Regulations which are put together by the Agent prior to the conclusion of a contract
between the Agent and the Customer;
(14)
"Failure" has the meaning specified in Regulation 23 of the ATOL Regulations;
(15)
"Flight(s)" means the flight seat(s), or any of them, which FAV makes available for the Agent to sell on
its behalf as agent for FAV;
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ATOL
(16)
"Flight Plus" means the sale of a Flight and one or more of living accommodation or self-drive car hire
service(s) in an arrangement which satisfies the definition of Flight Plus as set out in Regulation 24 of
the ATOL Regulations;
(17)
“Flight Plus Arranger” has the meaning specified in Regulation 25 of the ATOL Regulations;
(18)
“in writing” means, unless otherwise specified, by post, e-mail (providing the Agent contacts FAV at
such email address as FAV notifies the Agent in writing) and/or any other method of communication
(other than oral) agreed or notified by FAV in writing;
(19)
"Late Booking" means any Booking which is made on or after Balance Due Date;
(20)
"Lead Customer" means the person over the age of 18 who is named as the first person on the
Booking (or any substitute for that person), who is alone responsible for instructing the Agent to
change names, amend the Booking details and/or cancel the Booking, and who is liable for full
payment for any and all Products booked and all other charges, including amendment and cancellation
charges;
(21)
"Letter of Appointment" means the letter and/or email sent by FAV to the Agent in connection with this
Agreement;
(22)
“Licensable Transaction” means an offer made by a Customer (or their agent) to purchase a Flight for
one or more persons which is accepted by an air travel organiser and constitutes an activity in respect
of which that air travel organiser is required to hold an ATOL;
(23)
“FAV Flight Prices” means the prices at which FAV makes available the Flights for the Agent to sell to
Customers;
(24)
"Package Travel Regulations" means the Package Travel, Package Holidays and Package Tours
Regulations 1992 (Statutory Instrument 1992 No. 3288) and any amendment or re-enactment of the
same;
(25)
"Payment Procedure" means the payment terms and procedures as agreed in writing by the parties
from time to time;
(26)
“Product(s)” means FAV Flights and all other products and services as the Agent is from time to time
authorised to sell on FAV’s behalf as agent for FAV;
(27)
“Taxes” means all passenger taxes, security charges, air passenger duties and other taxes,
insurances, fees, charges or other sums of whatever nature and whether now in existence or
implemented in the future which are payable by Customers to FAV in relation to Flights;
(28)
"Trustees of the Air Travel Trust" means the trustees who administer the Air Travel Trust Fund;
(29)
“Working Day” means any day Monday to Friday inclusive between the hours of 9am and 5.30pm other
than English bank and public holidays.
Where references are made to the ATOL Regulations, the relevant definitions used in this Agreement have the
same meaning as those used in the ATOL Regulations.
Appointment of Agent
2.
This Agreement shall come into force from the earliest date on which:
(1)
this Agreement is dated, signed and returned to FAV by the Agent;
(2)
the Agent communicates its acceptance of, and agreement to, this Agreement to FAV in electronic
form (providing the Agent contacts FAV at such email address as FAV notifies the Agent in writing);
(3)
any Booking is made by the Agent after 26 October 2014 or, if later, after the expiration of 7 days from
the date on which FAV despatches this Agreement to the Agent (whether by hard copy or
electronically); or
(4)
the Agent makes Flights available to Customers (either as Flight Only, as part of a Flight Plus or as
part of a flight inclusive Dynamic Package) following receipt of this Agreement from FAV (whether by
hard copy or electronically), whereby the Agent will be deemed to have agreed to the terms of this
Agreement.
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3.
FAV appoints the Agent to be its non-exclusive retail agent to sell the Products within the United Kingdom on
the terms of this Agreement, pursuant to Regulations 12 and 22 of the ATOL Regulations. This Agreement
shall continue indefinitely until terminated in accordance with clause 58 below.
4.
This Agreement constitutes the entire agreement between the parties, and replaces and supersedes any
existing agreement between the parties (which is terminated as a result) except in the case of Products booked
by the Agent prior to this Agreement coming into effect to which any previous arrangement will continue to
apply.
5.
As part of the ATOL Requirements, the terms of this Agreement include terms mandated by the CAA to be
agreed between FAV as principal ATOL holder and the Agent as agent for FAV making available Flights as
FAV's agent. Principal ATOL holders and agents cannot agree, whether in writing, by conduct or otherwise, any
terms which contradict, or purport to contradict, the terms mandated by the CAA. Therefore, in the event of any
conflict between the mandatory terms and the other terms of this Agreement (or any other terms that may be
agreed between the parties), the mandatory terms shall take precedence to the extent required to resolve such
conflict.
6.
If a new or revised Schedule of Agency Terms is published by the CAA in its Official Record Series 3 those new
or revised terms will immediately take effect as terms of this Agreement.
7.
If any term of this Agreement is otherwise unenforceable as drafted:
(1)
It will not affect the enforceability of any other term; and
(2)
If it would be enforceable as amended, it will be treated as so amended.
8.
The terms of this Agreement will remain binding on the Agent in the event of FAV's Failure.
9.
The Agent must keep a copy of this Agreement at its registered office for the period it is in force, and for 12
months after it is terminated or otherwise brought to an end.
10.
Nothing relating to the commercial arrangements or otherwise in this Agreement will make the parties partners,
nor does it create or constitute a joint venture between the parties.
Flights
11.
FAV authorises the Agent, applying its knowledge and experience of pricing in the travel agency sales
environment, to sell and offer for sale the Flights only at such prices as the Agent considers appropriate
providing always the Customer Selling Prices are never less than the total of the applicable FAV Flight Prices
and Taxes. The Agent agrees and acknowledges that the Customer Selling Prices need to be competitive with
those of other businesses selling comparable flight seats and agrees to set the same accordingly (including
offering discounts where applicable).
12.
The Agent acknowledges that the Taxes are payable by all Customers and agrees to include them (as notified
by FAV) within the Customer Selling Prices.
13.
Where the Customer Selling Price applicable to any Booking exceeds the total of the applicable FAV Flight
Prices and Taxes, FAV authorises the Agent to retain the difference as its commission. The amount of any such
commission shall be inclusive of any applicable VAT. The Agent agrees to account to FAV for such commission
when and as requested by FAV.
14.
For the avoidance of doubt, all references to Flights are to the basic flight service and not to any additional
services offered or sold in conjunction with any Flights which are classified as optional extras by FAV and for
which an additional charge is payable by Customers including, for example, baggage charges, in-flight meals,
reserved seating etc.
15.
Where the Agent sells a Flight only, the Agent will act as agent for FAV and the Flight will be protected by the
ATOL held by FAV.
Dynamic Packages and Flight Plus
16.
Subject to the applicable terms of this Agreement, FAV authorises the Agent to sell and offer for sale Flight Plus
products and Dynamic Packages which include one or more Products.
17.
The Agent agrees, as organiser of the Dynamic Package, to ensure compliance with the Package Travel
Regulations, ATOL Requirements (where applicable) and all other laws, regulations, rules, codes of practice
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and other legal requirements which apply to the sale or offering for sale of any Dynamic Package. Such
compliance will include, without limitation, the arrangement of financial security for Customer refunds and
repatriation in accordance with the Package Travel Regulations.
18.
The Agent agrees to accept liability to the Customer for the proper performance of all contractual and other
obligations to the Customer in respect of every Dynamic Package which the Agent organises and sells as
principal.
19.
The Agent agrees to ensure that every Customer who purchases a Dynamic Package which includes any
Product is fully aware that the Agent and not FAV is the organiser of that Dynamic Package. The Agent must
not make any representation or otherwise lead the Customer to believe that FAV has or will enter into a contract
with the Customer in respect of the Dynamic Package or that FAV is otherwise responsible for the Dynamic
Package or any service(s) forming part of the same.
20.
The Agent agrees to ensure that every Customer who purchases a Flight Plus which includes any Product is
fully aware that the Agent is the Flight Plus Arranger, and that the Flight Plus is subject to the Agent's ATOL.
The Agent must not make any representation or otherwise lead the Customer to believe that FAV is the Flight
Plus Arranger or is otherwise responsible for ensuring that the Flight Plus is subject to or covered by FAV's own
ATOL. For the avoidance of doubt, the Agent shall also be responsible for issuing its own ATOL Certificate in
these circumstances. Where the Agent sells a Flight Plus the Agent will act as agent for FAV in respect of the
Flight and agent for the supplier of the additional service(s) provided under Article 24 of the ATOL Regulations.
Those elements of the Flight Plus that are ATOL protected, including the Flight(s), will be listed on the ATOL
Certificate supplied by the Agent and will be protected by the ATOL held by the Agent.
21.
The Agent must notify FAV immediately where the Agent acts as a Flight Plus Arranger and sells a Flight Plus
that includes a Product (or Products) that would otherwise constitute a Licensable Transaction under FAV’s
ATOL.
22.
Where a Dynamic Package is sold at an inclusive price, the price to be paid by the Agent to FAV for the
included Product or Product(s) is the price applicable to the same as advertised in FAV’s brochure(s) or on
FAV’s website(s) or, in the case of any Flight(s), the FAV Flight Prices and Taxes.
Responsibilities of the Agent
23.
In addition to its other obligations under this Agreement, the Agent agrees (at its own expense) to:(1)
use its best endeavours to promote and sell the Products to existing and potential Customers in
accordance with this Agreement (including displaying brochures, adverts or other promotional material
supplied by FAV in the Agent’s premises and/or on its website), and to promote FAV's brand name(s)
by carrying out instructions FAV gives for promoting them. The Agent will not do anything which may
damage the reputation of FAV, its brand name(s) or its Products;
(2)
act dutifully and in good faith, using due care and diligence and applying sound commercial principles
when entering into contracts on FAV's behalf;
(3)
employ sufficient qualified, trained and dedicated staff, and maintain suitable retail outlet premises,
administration equipment, storage and display space as appropriate, in order to fulfil the Agent's
obligations under this Agreement;
(4)
subject to the other applicable terms of this Agreement and to any discount the Agent may offer, sell
the Products (other than the Flights) at the prices advertised in FAV’s applicable brochures or on
FAV’s applicable website or otherwise advertised or advised by FAV in writing (the most recently
advertised or advised price being applied). The Agent agrees and acknowledges that the Product
prices need to be competitive and agrees to offer discounts as and when appropriate taking account of
those offered in relation to the holidays and other products of other tour operators and travel
businesses. Regardless of any discount offered by the Agent, the Agent will pay FAV all amounts
received from Customers for all Bookings of Products other than Flights, and all FAV Flight Prices and
Taxes received from Customers for all Bookings of Flights;
(5)
refrain from doing any of the following on FAV's behalf:
(a)
promising to give credit to third parties (including Customers);
(b)
entering into contracts other than contracts for the sale of Product(s); and
(c)
incurring any other liabilities;
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(6)
(save in the case of Flight Plus products in relation to which the Agent acts as Flight Plus Arranger in
accordance with clauses 16 and 20-12 of this Agreement and Dynamic Packages which the Agent
organises and sells on its own account, and subject to clauses 16-19 and-22 above) state clearly and
at all times that it acts as agent for FAV and ensure that FAV’s ATOL number(s) (as applicable) and
full incorporated name prominently appear with details of the Products on every website or other form
of publicity material (including brochures) on which the Agent advertises the Products and on all
documentation relating to any Booking, including those documents issued by the Agent that form or
evidence the formation of a contract between FAV and the Customer;
(7)
make clear in writing to the Lead Customer the amount of any Booking Fee, mark up, service fee or
any other charge that is not payable by the Customer to FAV, and that any such charge does not form
part of the contract between the Lead Customer and FAV but is a separate arrangement with the
Agent;
(8)
ensure that it complies with all applicable laws, regulations, rules, codes of practice and other legal
requirements (including where applicable, the Package Travel Regulations and ATOL Requirements)
and that all its staff are familiar with these to the extent the work they do is affected by them;
(9)
ensure that all details relating to the chosen Product(s) and FAV's relevant booking conditions,
together with all other applicable conditions and general information, are drawn to every Customer's
attention before any Booking is taken, and not to amend such conditions;
(10)
obtain from the Lead Customer the appropriate minimum deposit or if the Booking is a Late Booking,
full payment, for all persons named on the Booking prior to or at the same time as confirming any
Booking with FAV. Where only a deposit has been paid at the time of booking, obtain from the Lead
Customer the balance payable no more than 14 days prior to Balance Due Date;
(11)
for all Bookings, take all reasonable steps to ensure that every Customer has or, at the time of
booking, takes out adequate and appropriate travel insurance including offering the Customer a travel
insurance policy to purchase which as a minimum provides cover for cancellation, medical expenses
and repatriation where medically required;
(12)
notify FAV of any requests by a Customer to amend or cancel a Booking, and obtain from the Lead
Customer any cancellation charges, amendment fees or other sums due in accordance with the
applicable booking conditions in the event of such cancellation or amendment by a Customer;
(13)
take and administer all Bookings in accordance with any applicable procedure as notified and varied
by FAV from time to time (including, without limitation, any applicable changes to cancellation or
amendment of the Booking by the Customer);
(14)
keep full, proper and up to date accounting books and records showing clearly all enquiries,
transactions and proceedings relating to the sale of the Products, and allow FAV's authorised
representatives full access to such books and records upon reasonable notice, and to take any copies
that they require. The Agent is obliged to keep this information for a period of not less than 24 months
from the Balance Due Date and the date any disputed items are settled, whichever is the longer;
(15)
notify FAV immediately in writing and keep a full clear written note of any special request made by a
Customer and advise any Customer making one that all special requests are subject to availability and
cannot be guaranteed unless specifically confirmed in writing by FAV. Immediately notify FAV prior to
accepting the Booking and keep a full clear written note of any disability or medical condition advised
by any Customer and of any special requirements which relate to the same (of which full details must
be obtained and passed onto FAV at the time). Where the Customer is a person of reduced mobility
when using transport and the Product booked or to be booked by him or her includes or comprises
transport by sea or inland waterway (including without limitation, any cruise), obtain from the Customer
at the time of booking (or as soon as possible after booking) full details of any assistance required at
the port or onboard ship, any specific needs the Customer has in relation to accommodation, seating
or services and any medical equipment which the Customer needs to bring and immediately pass on
all such details to FAV in writing. Where the Customer wishes to travel with a recognised assistance
dog, obtain all relevant details of the same and immediately pass these on to FAV;
(16)
ensure that any instructions from FAV regarding changes to, or cancellation of, Products are acted
upon expeditiously, and to notify the Lead Customer immediately of any corrections, alterations or
other information advised to it by FAV by any means concerning any Product(s) after the Product
concerned is booked. Confirm in writing to the Customer(s) concerned as soon as possible;
(17)
notify FAV of any complaint concerning any Product or Booking (including any complaint or query
raised by Trading Standards or any regulatory or trade body) immediately on receipt. Immediately
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forward to FAV 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;
(18)
promptly send to the Lead Customer all refunds received from or authorised by FAV;
(19)
not to sell the Products or to act otherwise than strictly in accordance with this Agreement;
(20)
refrain from accepting payment for the making available of Flights without supplying to the Customer
an ATOL Certificate on behalf of FAV in the method specified in clause 22 below;
(21)
create an ATOL Certificate upon receipt of an initial payment from a Customer (be it the appropriate
minimum deposit or, in the case of a Late Booking the full payment) for a Product that constitutes a
Licensable Transaction under FAV’s ATOL. The Agent confirms it will use the correct form for the
ATOL Certificate, correctly complete all the required information and provide it to the Customer on
FAV’s behalf in accordance with the method set out below. The Agent shall immediately notify FAV
that this has been done, and shall provide a copy of the ATOL Certificate to FAV upon FAV’s request;
(22)
where clause 20 applies, supply Customers with an ATOL Certificate by the following specified method
and within the following timescale:
(a)
in the case of a Customer who is present, providing the ATOL Certificate to that person at the
time such payment is made;
(b)
in the case of a Customer who is not present, immediately sending to that person the ATOL
Certificate by email or some other equivalent electronic means; or
(c)
in the case of a Customer who makes a Booking by telephone, either the method specified in
(b) or immediately posting the ATOL Certificate to that person.
(23)
forward to the Customer immediately any amended ATOL Certificate as directed by FAV;
(24)
where requested by the CAA, report to FAV the unique reference number of each ATOL Certificate
supplied by it, along with FAV's reference number, in circumstances where:
(a)
the Agent acts as agent for FAV; and
(b)
the Booking relates to a Flight;
and the Agent will also provide this information to the CAA if requested to do so at any time, including
in the event of FAV's Failure.
(25)
comply with all the terms of Standard Term 1 of the ATOL Requirements as if they applied directly to
the Agent and any requirement to set out the principal ATOL holder’s name and ATOL number should
be read as requirements to set out FAV’s name and ATOL number. Parts of Standard Term 1 that
apply to agents are set out at Schedule 1 (for the avoidance of doubt Standard Terms 1.8 to 1.10 do
not apply to agents);
(26)
provide any information requested by FAV necessary to enable FAV to comply with its ATOL
Requirements;
(27)
provide the Lead Customer with a receipt following the purchase of any Product, stating the amount
taken on behalf of FAV and identifying which part of that money, if any, is protected by FAV’s ATOL
and which, if any, is not, and provide the Lead Customer with any confirmation documentation issued
by FAV;
(28)
in the event of FAV's Failure, immediately provide the CAA with information on money paid to it by
Customers in respect of Bookings to be provided for future travel by FAV to Customers, and the ATOL
Certificate unique reference numbers issued by the Agent which apply to FAV in a form acceptable to
the CAA.
Websites
24.
The Agent may refer to or feature the Products on its own website(s). The Agent must ensure it obtains FAV’s
prior approval of all information and material relating to the Products placed on its website(s) which does not
originate from FAV and that all such information and material is accurate, clear and complete. The Agent must
ensure that its website(s) complies, where applicable, with the Package Travel Regulations, ATOL
Requirements and any other legislation and that reference to FAV's or the Agent's ATOL number as applicable
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(clearly identified as that of FAV or the Agent as applicable) and booking conditions prominently appear on
every page referring to or featuring any of the Products.
Responsibilities of FAV
25.
In addition to its other obligations under this Agreement, FAV agrees to:(1)
ensure that it complies with all applicable laws, regulations, rules, codes of practice and other legal
requirements (including where applicable, ATOL Requirements) in so far as they relate to FAV's
activities, and that all its staff are familiar with these to the extent the work they are required to do is
affected by them;
(2)
ensure that it provides the Agent with relevant and sufficient information to be given to any Customer
or potential Customer at the appropriate time in respect of any Products in whatever form FAV
considers appropriate, except where such information is already known by the Agent;
(3)
keep the Agent promptly informed of any changes to or cancellation of any Products by whatever
means FAV considers appropriate.
Intellectual Property
26.
The Agent acknowledges that all intellectual property rights belonging to, connected with or relating to any
patent, copyright, design, trade mark or other intellectual property owned or used by FAV (whether registered or
unregistered) or to any trading, brand, product or domain name used by FAV at any time (together referred to
as the “Names” in this Agreement) or to any logo used by FAV at any time (“Logos”) belong exclusively to FAV.
The Agent shall not, without the prior written consent of FAV, use or permit the use of:(1)
the Names or any of them;
(2)
any name, domain name, word or abbreviation which is confusingly similar to any of the Names;
(3)
any of the Logos; or
(4)
any logo which is confusingly similar to any of the Logos;
in all cases, either alone or in conjunction with or as part of any other name(s) or word(s) and/or logo(s), in any
way or for any purpose other than advertising and selling the Products as agreed by FAV including, for the
avoidance of doubt and not by way of limitation, by, on, in or through (1) bidding on or purchasing any keyword
or sponsored link, (2) any search engine, (3) any meta tags, (4) any third party website or (5) any domain name,
whether or not doing so would or may constitute infringement of FAV’s intellectual property rights (including
without limitation, any trade mark).
Collection of Monies by the Agent
27.
The Agent is responsible for, and will use its best endeavours in connection with, the collection of all deposits,
full payments, balances, cancellation charges, amendment fees and other monies of any description due to
FAV from any Customer.
28.
If the Agent has been unable to collect any balance due by Balance Due Date, the Agent must immediately
notify FAV in writing and take such steps as FAV reasonably requires in order to obtain payment.
29.
The Agent is liable to FAV for monies it should have collected, but has failed to collect, that are due from
Customers in accordance with FAV’s applicable booking conditions, including but not limited to the following
circumstances:-
30.
(1)
deposits and/or balance payments where the Agent has confirmed the Booking;
(2)
amendment fees, cancellation charges and any other sums payable; and
(3)
the total price where the Agent has confirmed a Late Booking.
If the Agent fails to collect any payment due to FAV referred to at clause 29 above by the date on which
payment is due from the Customer, FAV reserves the right to:
(1)
treat that amount as a debt due from the Agent to FAV; and
(2)
contact the Customer directly to establish why the sum(s) is outstanding.
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Payments received by the Agent
31.
All monies received by the Agent from any Customer in relation to Products provided by FAV is received by the
Agent for the benefit and on behalf of the Trustees of the Air Travel Trust, but subject to the Agent’s rights and
obligations to make payment to FAV at all times provided that FAV is not subject to Failure. In the event of
FAV’s Failure, the Agent confirms it will continue to hold all Customer payments on behalf of the Trustees of the
Air Travel Trust and without any right or obligation to pay the same to FAV.
32.
The Agent must only collect monies from Customers in accordance with this Agreement and once a provisional
or confirmed Booking has been made with FAV. Without limitation, the Agent must not collect any balances or
full payments from Customers more than 14 days prior to the applicable Balance Due Date.
33.
Other than any deductions made in accordance with the Payment Procedure, the Agent may not make any
deduction from the sums it receives from Customers and is obliged to pay to FAV for any reason.
34.
Save where any monies are payable by or on behalf of the Agent to the Trustees of the Air Travel Trust, FAV
shall be entitled to immediate payment of all sums held by the Agent on its behalf on any of the events specified
below occurring:-
35.
(1)
on an application or order being made, or an effective resolution being passed, in relation to a formal
insolvency procedure including the administration or the winding up of the Agent other than for the
purpose(s) of reorganisation, reconstruction or amalgamation only without insolvency, or on the Agent
entering into a binding legal arrangement to pay its creditors less than the full amount due to them;
(2)
on the appointment of any administrative or other receiver in respect of the Agent;
(3)
on the Agent suspending, ceasing or threatening to suspend or cease to carry on the whole or a
material part of its business other than for the purpose(s) of reorganisation, reconstruction or
amalgamation only without insolvency or being unable or unwilling without good legal reason to pay its
valid debts as they fall due;
(4)
distress or execution is levied against the Agent's property; or
(5)
on the Agent failing to comply with its payment obligations in accordance with the Payment Procedure.
The Agent shall make payment of all sums due to FAV in accordance with the Payment Procedure. Failure to
perform this obligation is a breach of condition and FAV may, without limitation:
(1)
forthwith and in FAV's absolute discretion either suspend trading with the Agent or terminate this
Agreement;
(2)
charge the Agent interest on that payment in accordance with the Late Payment of Commercial Debts
(Interest) Act 1998;
(3)
set that sum (and any interest thereon) off against any sum that FAV owes to the Agent;
(4)
contact the Customer directly for the purposes of establishing whether they have paid the Agent the
outstanding sums and, if not, to require the Customer to pay any outstanding payments due to FAV
under the holiday contract. FAV also has the right to establish whether the Customer has been offered
any discount and/or rebate by the Agent on the full price of the Product(s); and
(5)
require the Agent to provide it with details of all Bookings effected by the Agent as agent for FAV (in
written and/or electronic format as FAV may request) including, without limitation, passenger names,
contact details, booking reference numbers, departure dates, discounts or rebates offered by the
Agent to Customers and the dates of any demands for payment made to Customers by the Agent.
36.
If the Agent has bona fide reason for disputing any sum (or part of a sum) that FAV claims is owed under the
Payment Procedure, the Agent must provide full details of the amount it disputes, together with reasons for
disputing it is owed, at least 7 days before the date that payment would otherwise have been due. The Agent
will pay any undisputed amounts on the date payment is due to FAV. Where FAV agrees the item and the
amount disputed, FAV will amend its records as soon as reasonably practicable. Where the parties do not
agree the item or amount, they shall use their reasonable endeavours to promptly settle the matter by
negotiations in good faith.
37.
The Agent shall provide such form of security for the protection of monies due to FAV as FAV may reasonably
require.
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38.
Except where otherwise agreed, FAV will only issue tickets or other vouchers after receipt in cleared funds of
the full amount due to it for the Products in question.
39.
FAV may require the Agent to make payment of monies due to it by any reasonable method as FAV may from
time to time specify (including without limitation, direct debit from the Agent's bank account). FAV is entitled to
change the said method on giving the Agent not less than 28 days' notice in writing unless otherwise agreed.
The Agent agrees to provide full co-operation to enable FAV to effect any chosen method of payment including,
without limitation, completing and signing any bank forms or other paperwork required by FAV.
40.
For the avoidance of doubt, any and all charges arising as a result of payment of any amount due to FAV from
the Customer by credit charge or debit card or by any other method shall be borne exclusively by either the
Agent or the Customer, as the Agent and the Customer together agree.
41.
When accepting payment in respect of transactions where the Agent would need an ATOL to transact if it were
not the agent of FAV, the Agent may only accept payment from "consumers" as defined in the ATOL
Regulations.
Booking Fee
42.
FAV authorises the Agent to apply and collect a Booking Fee from Customers and to retain the same without
accounting for it to FAV.
VAT
43.
The Agent must inform FAV immediately of any changes that occur in the Agent's VAT registration number or
liability to register or de-register for VAT.
44.
The Agent will comply with the terms of any HMRC approved Self-Billing VAT Agreement entered into between
the parties.
Indemnity
45.
FAV agrees to indemnify and keep the Agent indemnified and the Agent agrees to indemnify and keep FAV
indemnified against and for the full amount of all claims, liabilities, demands, damages, costs (including
reasonable legal costs), expenses, losses, fines and all other sums of whatever nature (“claims”) which the
Agent or FAV (or their employees or sub-agents as the case may be), as applicable, reasonably incurs or
becomes liable for as a result of the act(s) and/or omission(s) of the party at fault committed in breach of and/or
outside the scope of this Agreement or otherwise without the authority of the other party, provided that the
innocent party:
(1)
notifies the party at fault immediately of any claim;
(2)
does not make any admission of liability, agreement or compromise in relation to the claim without the
party at fault's prior written consent;
(3)
does not take any action in relation to the handling of the claim without prior consent; and
(4)
takes such action as the party at fault reasonably requests so as to avoid, dispute, resist, compromise
or defend such a claim.
46.
If FAV fails to comply with its obligations to a Customer and by reason thereof the Agent incurs a liability or
obligation to the Customer, the Agent shall be indemnified by FAV against all consequences following from
such failure.
47.
For the avoidance of doubt and without limitation, the Agent agrees to indemnify and keep FAV indemnified for
the full amount of all claims, losses, demands and costs (including legal costs) which FAV suffers or incurs as a
result of or in connection with the sale or offering for sale by the Agent of any Dynamic Package which includes
any Product.
48.
This indemnity will continue to apply after this Agreement comes to an end for whatever reason.
49.
FAV will be entitled to deduct any sums owed by the Agent pursuant to this clause from any payment due to the
Agent under this Agreement or any other agreement between the parties.
9
Termination and Stop Sale
50.
51.
This Agreement may be terminated:(1)
on either party giving the other one month’s notice in writing;
(2)
immediately on the party not at fault notifying the other in writing in the event of the other party
committing a serious breach of this Agreement;
(3)
immediately on the party not at fault notifying the other in writing that in the innocent party’s reasonable
opinion, there is a repeated and persistent failure on the part of the other party to provide service of a
sufficiently high standard to existing or potential Customers;
(4)
where the other party fails to remedy any breach of this Agreement to the satisfaction of the party not
at fault within 14 days (or such longer time as may be agreed in writing) of being told in writing of the
particular breach (such right being without prejudice to FAV’s right to terminate in accordance with
clause 58(5));
(5)
immediately by either party giving written notice to the other on the happening of any of the following
events;

on an application or order being made, or an effective resolution being passed, in relation to a
formal insolvency procedure including 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;

on the appointment of any administrative or other receiver in respect of either party;

on either party suspending, ceasing or threatening to suspend or cease to carry on the whole
or a material part of its business other than for the purpose(s) of reorganisation,
reconstruction or amalgamation only without insolvency or being unable or unwilling without
good legal reason to pay its valid debts as they fall due;

distress or execution is levied against either party's property;

on the Agent failing to comply with its payment obligations in accordance with the Payment
Procedure;

on the Agent ceasing to hold an ATOL where it acts in circumstances where it is required to
hold one.
(4)
immediately where FAV considers that the Agent may have by its act or omission damaged FAV's
goodwill or brand name(s) associated with its business, or the Agent has acted in any way which is
inconsistent with being FAV's agent;
(5)
immediately where the Agent undergoes a significant change in ownership and/or management which
in FAV's opinion may result in the Agent becoming unable to fulfil its obligations under this Agreement;
or
(6)
without prejudice to the above, by FAV on giving the Agent 14 days' notice in writing in the event of the
Agent failing to comply at any time with the payment terms set out in the Payment Procedure,
irrespective of whether the Agent makes payment of the overdue amount prior to FAV giving such
notice or such notice taking effect;
Without prejudice to any of its other rights under this Agreement, FAV is entitled on giving the Agent notice in
writing to require the Agent to stop or suspend selling or offering for sale the Products, or any of them, in the
event of the Agent breaching or continuing to breach any of the terms of this Agreement for such period(s) as
FAV considers appropriate.
Consequences of Termination
52.
In the event of termination, the Agent will immediately hand over to FAV the conduct of existing Bookings taken
by it on behalf of FAV together with all relevant material and communications in respect of the same. The Agent
will immediately give written notice to Customers and pay any monies held by it on FAV's behalf to FAV.
10
53.
Termination of this Agreement will not affect the rights of either party in existence prior to the effective date of
termination.
Data Protection
54.
55.
(1)
The Agent shall at all times comply with the provisions of the Seventh Principle of the Data Protection
Act 1998 (“the Act”) set out in Part 1 of Schedule 1 of the Act, the text of which is: “Appropriate
technical and organisational measures shall be taken against unauthorised or unlawful processing of
personal data and against accidental loss or destruction of, or damage to, personal data” (“Seventh
Principle”).
(2)
The Agent shall upon written request from FAV from time to time inform FAV of the measures it has
taken to comply with the Seventh Principle, and will at its own cost implement any further steps that
are, in FAV’s reasonable opinion, necessary or appropriate for compliance with the Seventh Principle.
(3)
The Agent shall permit FAV at any time and from time to time upon 7 days’ written notice to have
escorted access to the appropriate part of the Agent’s premises, systems, equipment and other
materials and facilities to enable FAV to inspect the same for the purposes of monitoring compliance
with the Seventh Principle. Such inspection shall not relieve the Agent of any of its obligations under
this Agreement.
(4)
The Agent shall only process personal data on behalf of FAV in accordance with, and for the purposes
set out in, this Agreement and instructions received from FAV from time to time.
(5)
Where a data subject exercises his or her rights under the Act in respect of personal data processed
by the Agent on behalf of FAV or where FAV is required to deal or comply with any assessment,
enquiry, notice or investigation by the Information Commissioner, then the Agent will cooperate as
requested by FAV to enable FAV to comply with all obligations which arise as a result of the exercise
of such rights or as a result of such assessment, enquiry, notice or investigation.
(6)
This clause is to be interpreted in accordance with the Act.
The Agent shall also comply at all times with:
(1)
The Privacy and Electronic Communications (EC) Directive Regulations 2003; and
(2)
all applicable codes of practice and/or guidance issued by or with the approval of the Information
Commissioner or any trade association or body of which the Agent is a member.
Force Majeure
56.
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of
its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond
its reasonable control. In such circumstances the affected party shall be excused performance of its obligations
for as long as such circumstances last and affect contractual performance.
Third Party Rights
57.
The rights of the CAA and the Trustees of the Air Travel Trust to enforce any obligations under this Agreement
on either party are not excluded. For the avoidance of doubt, they may be enforced by the CAA and the
Trustees of the Air Travel Trust.
58.
Subject to the above, the parties hereby exclude any rights that any other party may have to enforce any term
of this Agreement under the Contract (Rights of Third Parties) Act 1999.
Dispute Resolution
59.
If any issue between the parties arising out of or in connection with this Agreement cannot be resolved amicably
through ordinary negotiations in good faith by appropriate representatives of the parties, the matter will be
referred in writing by either party to the other party's representative as specified in the Letter of Appointment.
Such representatives of the parties will meet in order to attempt to resolve the matter by negotiation within 14
days of a written notice from the other party providing details of the dispute.
Notices
60.
Any notice given under this Agreement must be given in writing and sent by email and pre-paid first class
special delivery (or equivalent) post or delivered by hand to the other party's registered or principal office and,
11
where applicable, marked for the attention of the person specified in the Letter of Appointment. If sent by email
and hand delivered, the notice will be deemed served at the moment of delivery if delivered on a Working Day.
If not delivered on a Working Day, it shall be deemed delivered on the next Working Day. If sent by email and
by post, it will be deemed served on the second Working Day after the date of posting.
Assignment
61.
The Agent may not assign or transfer its rights or obligations under this Agreement without the prior written
consent of FAV.
62.
Subject to the above, the Agent may appoint a sub-agent to perform its obligations as FAV’s agent and to bind
FAV into obligations with Customers or buying ATOL holders. However, the Agent may only do so if it enters
FAV into a written agency agreement that contains, at a minimum, all the rights and obligations that are
required by the CAA and published in the CAA’s Official Record Series 3. Any sub-agent that does not have the
benefit of a written agency agreement with FAV is not authorised to act on FAV’s behalf. As a consequence, the
Agent will be responsible to the Customer (or buying ATOL holder) for any acts and/or omissions of the subagent.
Confidentiality
63.
The Agent agrees and acknowledges that this Agreement is strictly confidential, and will not divulge or disclose
its contents (including but not limited to all financial terms of this Agreement) in writing, orally or otherwise and
whether directly or indirectly to any third party without the prior written consent of FAV.
Waiver
64.
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.
Variation
65.
Any variation of the terms of this Agreement is binding only if:
(1)
made or recorded in writing;
(2)
signed on behalf of both parties; and
(3)
expressly stating an intention to vary the terms of this Agreement.
Headings and references
66.
The headings in this Agreement are for reference only. References to any person(s) include bodies corporate
and unincorporate, organisations, associations, firms and partnerships. Words denoting the singular include the
plural and vice versa, words denoting any gender include any other gender and references to clauses, subclauses and schedules are, unless otherwise stated, to clauses and sub-clauses of and schedules to this
Agreement.
Proper Law and Jurisdiction
67.
This Agreement is governed by English law. The parties agree that any dispute between them will be dealt with
exclusively by the Courts of England and Wales only except where proceedings are brought against FAV in any
other jurisdiction and concern the act(s) or default(s) of the Agent. In this case FAV is entitled to join the Agent
as a party to those proceedings.
…………………………………………..
Signed by a director on behalf of FAV
…………………………………………..
Signed by a director on behalf of the Agent
12
Full Name:…………………………….
Full Name:
…………………………….
Position: …………………………….
Position:
…………………………….
Registered company name:
………………………
Company number:
……………………….
Trading name(s):
……………………….
Registered company address:
……………………….
Principal trading address(es) (if different):
……………………….
………………………..
………………………..
……………………….
ATOL licence no. (if applicable):
……………………….
Other relevant memberships:
……………………….
………………………..
………………………..
13
Schedule 1 - ATOL Standard Terms
AGREEMENT BETWEEN [
] AND FIRST AVIATION LIMITED ATOL NUMBER 4888 APPOINTING
[
] AS FIRST AVIATION LIMITED’S AGENT PURSUANT TO ATOL REGULATIONS 12 AND 22 ON
[DATE
].
Definitions
The definitions used in this agreement have the same meaning as those used in the ATOL Regulations 2012.
Additionally ‘Licensable Transaction’ means an offer made by a consumer (or their agent) to purchase flight
accommodation for one or more persons on a flight which is accepted by an air travel organiser and constitutes an
activity in respect of which that air travel organiser is required to hold an ATOL.
Duration of Agreement
Agency Terms 3, 5, 8 and 9 remain binding on the agent even if the principal ATOL holder has failed.
Extent of obligations
The obligations of all parties to this agreement extend only to the parties’ conduct in respect of licensable transactions.
Priority of Agency terms published by CAA
Pursuant to AST 2.2 and Agency Term 1 no agency term negotiated between the principal ATOL holder and the agent
may contradict or purport to contradict the CAA’s mandated terms and any that do so will be void.
Agency Term 1
By making available flight accommodation to consumers in the capacity of an agent, in accordance with ATOL
Regulations 9, 10 and 12 the agent is deemed to have agreed to the terms of the written agency agreement between the
principal ATOL holder and its agent.
The terms of the agency agreement include terms mandated by the CAA to be agreed between principal ATOL holders
and agents for principal ATOL holders making available flight accommodation as agents of that principal ATOL holder.
Principal ATOL holders and agents cannot agree, whether in writing, by conduct or otherwise, any terms which
contradict, or purport to contradict the terms mandated by the CAA. The agent must keep a copy of this agency
agreement for the period it is in force and for 12 months after it expires or is terminated.
Agency Term 2.1
Agents must comply with all the terms of ATOL Standard Term 1 as if they applied directly to the agent and any
requirements to set out the principal ATOL holder’s name and number should be read as requirements to set out the
agent’s principal’s name and ATOL number. That is:
Parts of AST1 that apply to agents are set out below (for the avoidance of doubt AST 1.8- AST1.10 do not apply to
agents):
AST 1.1
The ATOL holder must ensure that:
(a) the name shown on its ATOL (or a trading name notified to the CAA), its ATOL Number and the
ATOL Logo; or
(b) for Accredited Body Members, the statement “(Accredited Body Member trading name as notified
to the CAA) is an Accredited Body Member of (Name of Accredited Body)”, and the Accredited Body’s
ATOL number and the ATOL logo; and
(b) the Statement
“All the flights and flight-inclusive holidays [in this brochure] [on this website – as appropriate] are
financially protected by the ATOL scheme. When you pay you will be supplied with an ATOL
Certificate. Please ask for it and check to ensure that everything you booked (flights, hotels and other
services) is listed on it. Please see our booking conditions for further information or for more
information about financial protection and the ATOL Certificate go to:
http://www.atol.org.uk/ATOLCertificate ”
is stated clearly on all publicity material (including websites and brochures).
AST 1.2
If some products listed in publicity material (including websites and brochures) are not ATOL protected,
then the following statement should be stated clearly on all publicity material:
14
“Many of the flights and flight-inclusive holidays [in this brochure][on this website – as appropriate] are
financially protected by the ATOL scheme. But ATOL protection does not apply to all holiday and travel
services listed [in this brochure/on this website]. Please ask us to confirm what protection may apply to
your booking. If you do not receive an ATOL Certificate then the booking will not be ATOL protected. If
you do receive an ATOL Certificate but all the parts of your trip are not listed on it, those parts will not
be ATOL protected. Please see our booking conditions for information, or for more information about
financial protection and the ATOL Certificate go to: http://www.atol.org.uk/ATOLCertificate”
AST 1.3
ATOL holders that advertise ATOL protected products in broadcast media (television/radio/cinema
etc.) must, unless the CAA agrees an alternative that achieves equivalent consumer clarity, ensure
that the advert contains audible words “ATOL protected” and that the ATOL protected logo and ATOL
number are shown during the broadcast.
AST 1.4
The ATOL holder must ensure that the consumer is appropriately advised of:
(a) the ATOL holder’s name, or its trading name notified to the CAA; and
(b) the fact that the booking is authorised under the ATOL holder’s ATOL number and is protected
under the ATOL scheme, as set out in the ATOL Certificate to be supplied,
immediately before it enters into a contract for a licensable transaction but after the consumer has
chosen a flight and all other elements to be purchased. In this AST a consumer has chosen a flight
when the date, origin, destination, time, airline operator (and flight number where known) of each flight
have been determined.
AST 1.5
The ATOL holder must ensure that:
(a) the terms and conditions upon which the ATOL holder (or its agent or AB member on its behalf)
enters into a licensable transaction;
(b) the terms and conditions which the ATOL holder (or its agent or AB member on its behalf) holds out
as terms upon which it will enter into a licensable transaction; and
(c) any receipts or invoices supplied by the ATOL holder, its agent or its AB member for a licensable
transaction;
each contain the ATOL holder’s name as shown on its ATOL (or trading name notified to the CAA),
ATOL Number and a statement in the following form:
“Your Financial Protection. When you buy an ATOL protected flight or flight inclusive holiday from us
you will receive an ATOL Certificate. This lists what is financially protected, where you can get
information on what this means for you and who to contact if things go wrong.”
If an ATOL holder produces a receipt for money paid by a consumer the ATOL holder must identify
which part of that money is protected by ATOL and which, if any, is not.
AST 1.6
Where the information entered on an ATOL Certificate changes more than 72 hours before the
consumer is due to depart from the UK, the ATOL holder must (and the ATOL holder must ensure its
agents and AB members) supply a new ATOL Certificate containing the up to date information to the
consumer and update this information on its business systems.
Where the information entered on an ATOL Certificate changes less than 72 hours before the
consumer is due to depart from the UK, the ATOL holder must (and the ATOL holder must ensure that
its agents and AB members) update and record those changes on their business systems.
AST 1.7A
Where the ATOL holder has a contractual or statutory obligation (including as a Flight-Plus arranger) to
provide a flight (and where applicable other travel services) to a consumer whether concluded direct or
through an agent or AB member, the ATOL holder must ensure the terms of its agreement with its
consumer require the consumer to accept and agree that, if the ATOL holder fails, services to be
provided by the ATOL holder pursuant to a licensable transaction may, with the CAA’s prior
agreement, be provided by another ATOL holder or the consumer may be required to claim a refund
under the ATOL scheme by including in its terms of business with consumers the term that:
“We, or the suppliers identified on your ATOL Certificate, will provide you with the services listed on the
ATOL Certificate (or a suitable alternative). In some cases, where neither we nor the supplier are able
to do so for reasons of insolvency, an alternative ATOL holder may provide you with the services you
15
have bought or a suitable alternative (at no extra cost to you). You agree to accept that in those
circumstances the alternative ATOL holder will perform those obligations and you agree to pay any
money outstanding to be paid by you under your contract to that alternative ATOL holder. However,
you also agree that in some cases it will not be possible to appoint an alternative ATOL holder, in
which case you will be entitled to make a claim under the ATOL scheme (or your credit card issuer
where applicable).”
AST 1.7A2
Other than the clause required as set out in AST 1.7A, the ATOL holder must not include a clause in its
terms of its agreement with consumers that enables, or purports to enable, the ATOL holder to transfer
its obligations to consumers in respect of a licensable transaction to another person (whether or not
that person is an ATOL holder) without the prior agreement of the CAA.
AST 1.7B
Where the ATOL holder has a contractual or statutory obligation (including as a Flight-Plus arranger) to
provide a flight (and where applicable other travel services) to a consumer whether concluded direct or
through an agent or AB member, the ATOL holder must ensure the terms of its agreement with its
consumer require the consumer to accept and agree that, if the ATOL holder fails and the consumer
receives a payment or benefit under the ATOL scheme, then receipt of such payment or benefit from
the Trustees of the Air Travel Trust is in return for assignment absolutely of the consumer’s claim
against the ATOL holder by including in its terms of business with consumers the term that:
“If we, or the suppliers identified on your ATOL certificate, are unable to provide the services listed (or
a suitable alternative, through an alternative ATOL holder or otherwise) for reasons of insolvency, the
Trustees of the Air Travel Trust may make a payment to (or confer a benefit on) you under the ATOL
scheme. You agree that in return for such a payment or benefit you assign absolutely to those
Trustees any claims which you have or may have arising out of or relating to the non-provision of the
services, including any claim against us, the travel agent (or your credit card issuer where
applicable).You also agree that any such claims may be re-assigned to another body, if that other body
has paid sums you have claimed under the ATOL scheme.”
AST 1.11
An ATOL holder that sells a package (whether direct or via an agent or AB member) must produce a
‘Confirmation’. The Confirmation must contain:









Lead name
Flight times
Flight numbers
Departure and arrival airports
Name of air carrier (i.e. airline)
Name and location of accommodation
Other ground arrangements e.g. car hire, transfer, tours, entrance tickets
Total price of package
The unique reference number of the relevant ATOL Certificate
Where an ATOL holder sells a package via an agent or AB member, whether or not that agent or AB
member arranges a Flight-Plus incorporating that package, the ATOL holder must supply the
Confirmation to the agent or AB member, who must supply it to the consumer.
The Confirmation must be sent to the consumer in order that it is received within 3 days of payment by
the consumer being accepted.
AST 1.12
If any of the information on the "Confirmation" changes the ATOL holder must produce a revised
Confirmation which must be received by the consumer as soon as possible. The Confirmation must
make it clear that it is a revised Confirmation.
AST 1.13
ATOL holders must ensure that it is a term of their agreement with their consumer that:
(a) money accepted by their agent or AB member from the consumer is held by that agent or AB
member on behalf of the Trustees of the Air Travel Trust at all times, but subject to the agent or AB
member's obligation to pay it to the ATOL holder for so long as the ATOL holder does not fail; and
(b) if the ATOL holder fails, any money held at that time by the agent or AB member, or subsequently
accepted from the consumer by their agent or AB member, is and continues to be held by that agent or
AB member on behalf of and for the benefit of the Trustees of the Air Travel Trust without any
obligation to pay that money to the principal ATOL holder.
Agency Term 2.2
The agent must at all times identify the selling, protecting principal ATOL holder on all publicity material (including
16
websites and brochures) that identify a flight or flight inclusive package or Flight-Plus which the agent is holding out it
can make available to consumers.
Agency Term 2.3
If the agent produces a receipt for money paid by a consumer the agent must identify which part of that money is
protected by the principal ATOL holder’s ATOL and which, if any, is not.
Agency Term 3
The agent will, if requested by the CAA, report to the principal ATOL holder the unique reference number of each ATOL
Certificate supplied by it, along with the corresponding ATOL holder’s reference number, where it acts as agent for the
principal ATOL holder and where the transaction with the consumer was a Flight-Only or a package. If requested to do
so by the CAA at any time, and including after the failure of the principal ATOL holder, the agent will provide this
information to the CAA.
Agency Term 4
The agent will provide any information requested by the principal ATOL holder necessary to enable the principal ATOL
holder to comply with the ATOL Standard Terms or any term of its ATOL.
Agency Term 5
Any payment received by the agent from consumers, for services owed by the principal ATOL holder to the consumer, is
received and held by the agent on behalf of and for the benefit of the Trustees of the Air Travel Trust but subject to the
agent’s right and obligation to make payment to the principal ATOL holder fails the agent confirms it will continue to hold
consumer payments on behalf of the Trustees of the Air Travel Trust and without any right or obligation to pay the same
to the principal ATOL holder.
Agency Term 6
Where an agent makes available a package as agent of a principal ATOL holder, the agent must obtain a Confirmation
(see AST 1.11) from the ATOL holder and pass it immediately to the consumer by the specified method. Where any
agent receives any revised Confirmation from the principal ATOL holder, it will immediately pass it to the consumer by
the specified method.
Note: The specified method means:
a) in the case of a person who is present at the time the agent receives the Confirmation, handing it to that person;
b) in the case of a person who is not present at the time the agent receives the Confirmation, immediately sending to that
person the Confirmation by email or some other equivalent electronic means; or
c) in the case of a person who makes a booking by telephone, either the method specified in sub-paragraph b or
immediately posting the Confirmation to that person.
Agency Term 7
When accepting payments in respect of transactions the agent would need an ATOL to transact if the agent were not
the agent of the principal ATOL holder, agents may only accept payment from consumers as defined in the ATOL
Regulations 2012.
Agency Term 8
Immediately upon the failure of the principal ATOL holder, the agent will provide the CAA with information on:
a) money paid to it by consumers, in respect of services to be provided for future travel by the principal ATOL holder to
consumers; and
b) the ATOL Certificate unique reference numbers issued by that agent which apply to that failed ATOL holder, in a form
acceptable to the CAA.
Agency Term 9
The rights of the CAA and the Trustees of the Air Travel Trust to enforce any obligations under this agreement on either
party are not excluded. For the avoidance of doubt, they may be enforced by the CAA and the Trustees of the Air Travel
Trust.
Agency Term 10
An agent is not permitted to appoint a sub-agent to perform its obligations as an agent of the principal ATOL holder on
the agent’s behalf.
Agency Term 11
If a new or revised Schedule of Agency Terms is published by the CAA in its Official Record Series 3 those new or
revised terms will immediately take effect as terms of the agency agreement between the principal ATOL holder and the
17
agent.
Agency Term 12
If the principal ATOL holder fails to comply with its obligations to a consumer and by reason thereof the agent incurs a
liability or obligation to the consumer, the agent shall be indemnified by the principal ATOL holder against all
consequences following from such a failure.
18