Terms & Conditions For Hoteliers
ZAGROS TRAVEL LTD
Entered during the submission process.
Entered during the submission process.
The date of submission.
This is a gross rate agreement.
inclusive of VAT for UK registered Accommodation.
exclusive of VAT for overseas registered
Commission agreed with the agent and confirmed as the
accommodation is accepted into
the agents extranet.
See Hotel Address.
Payment is made via credit card (known as Single Use Credit Card).
Payment is made on day of check out.
Credit card details are sent to the Provider upon a booking being
made by a customer.
The Specific Terms set out above are subject to Zagros Travel LTD’s Standard Terms and Conditions (copy attached) to the exclusion of all other terms and together form an agreement which governs the legal relationship between Zagros Travel LTD and the Provider (“Agency Agreement”).
In the event that the Provider has not seen or been supplied with a copy of Zagros Travel LTD’s Standard Terms and Conditions it shall be the Provider’s responsibility to request a copy from Zagros Travel LTD, as the Provider shall be deemed to be subject to its terms to the exclusion of all other terms.
Please countersign below to confirm your acceptance to the Agency Agreement and return the Agency Agreement to us at the address set out overleaf. If you do not return a signed copy of the Agency Agreement, but nonetheless accept our appointment as your agent, you will be deemed to have accepted the terms and conditions of the Agency Agreement.
Enc. Zagros Travel LTD’s Standard Terms and Conditions
STANDARD TERMS AND CONDITIONS
ABTA means the Association of British Travel Agents.
Accommodation means lodging accommodation and/or any other facilities or services which the Provider notifies to the Agent in writing from time to time, and which is agreed in writing by the Agent to be included as part of the Accommodation to be covered by the terms of this Agency Agreement.
Agency Agreement means the Specific Terms and the Standard Terms and Conditions.
Agent means Zagros Travel LTD (Company Number 6736325) whose registered address is 5300 Lakeside, Cheadle Royal Business Park,Cheadle Sk8 3GP, United Kingdom
Booking means the Customer’s and the Provider’s acceptance of a booking in relation to the Accommodation, as confirmed by the Provider to the Customer via the Agent.
Booking Conditions means the Provider’s Customer facing terms and conditions which apply to the Accommodation, as notified to the Agent in writing.
Commencement Date means the date specified in the Specific Terms.
Commission means a fixed percentage or variable sum of the Gross Rate, as set out in the Specific Terms exclusive of VAT.
Confidential Information means all information relating to a party’s business and products (including without limitation operations, plans, market opportunities, customers, know-how, market rates, discounts and commissions) disclosed to the other party (whether in writing, orally or by any other medium) but excluding the Promotional Material.
Customer means any third party who places a Booking for the Accommodation.
Force Majeure means in relation to either party any circumstance beyond the reasonable control of that party including, without limitation, any act of God, war, riot, civil disturbance, acts of terrorism, fire, explosion, flood, abnormal weather conditions, loss of utilities, technical faults, power cuts, strike, lockout or industrial dispute or governmental or regulatory authority action.
Gross Rate means the total amount (inclusive of VAT) charged to a Customer by the Provider for use of the Accommodation chosen by the Customer, such sums being specified in the Specific Terms and which may be varied from time to time in accordance with clause 7.6.
Intellectual Property Rights means any and all patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including, but not limited to, rights in software), database rights, design rights, rights in Confidential Information and/or Promotional Material and any other intellectual property rights whatsoever irrespective of whether such intellectual property rights have been registered or not which may subsist in any part of the world.
Promotional Material means any promotional and/or marketing information supplied by the Provider, and which relates to the Accommodation and/or Provider, including but not limited to the Provider’s name, address, website and pricing information, CDs, DVDs, USB stick, slides, brochures, leaflets, video, advertisements, copy.
Provider means the entity named as such in the Specific Terms, who may be: a) the provider of the Accommodation; or b) acting as agent for the provider of the Accommodation.
Remitted Amount means the Gross Rate less the Commission less any applicable VAT thereon.
Selling Rate means the rate contracted and paid for the Booking by the Customer, as may be varied from time to time by the Agent and which may or may not be the same as the Gross Rate.
Specific Terms means such terms as are specified overleaf, which the parties may agree to vary in writing from time to time.
VAT means value added tax and/or any other equivalent sales or turnover tax as may apply to the Services at the prevailing rate from time to time.
2.1 The Provider hereby appoints the Agent as its worldwide non-exclusive agent to promote and procure Bookings for the Accommodation to Customers and the Agent hereby accepts such appointment subject to the terms and conditions in this Agency Agreement.
2.2 The Agent shall be entitled to appoint sub-agents on such terms and conditions as the Agent deems appropriate.
2.3 Where the Provider is itself an agent, the Provider agrees, for and on its own behalf, to be held jointly and severally liable with its principal for breach of any and all obligations of the Provider under this Agency Agreement, notwithstanding the fact that such breach may not have been directly caused by its own acts and/or omissions.
2.4 Where acting as agent for a third party, the Provider shall disclose the identity of its principal and hereby warrants that it has the right and authority to enter into this Agency Agreement for and on behalf of that party. The Provider shall provide appropriate evidence of its authority upon the Agent’s reasonable request.
3 Duties As Agent
3.1 The Agent undertakes and agrees with the Provider at all times during the term of this Agency Agreement:
(a) to arrange for Customers to enter into contracts for Bookings for the Accommodation with the Provider and to name the Provider in all documentation issued to Customers;
(b) to describe itself in all dealings with the Customer and in all associated advertising and promotional material in relation to the Accommodation as “sales agent” or “agent” of the Provider;
(c) to act conscientiously and in good faith and, unless required by law or regulatory authority, not to allow its interests to conflict with the duties that it owes to the Provider under this Agency Agreement and common law;
(d) to the extent that they do not conflict with the terms of this Agency Agreement, to comply with the reasonable and lawful written instructions of the Provider concerning the promotion and sale of Bookings for the Accommodation;
(e) to use reasonable endeavors to promote and sell Bookings for the Accommodation with all due care and diligence;
(f) to inform the Provider of the lead name of the Customer on all Bookings;
(g) to collect the Gross Rate or, at the Agent’s option, the Selling Rate (or, as applicable, each instalment of the Gross Rate/Selling Rate) from Customers and subject to the Provider’s compliance with the terms of this Agency Agreement, to pay the Remitted Amount to the Provider. Notwithstanding the foregoing, the Agent agrees that the Provider may in good faith pursue Customers directly for payment of any debt owed to it if the Agent informs the Provider that the Customer has defaulted in payment.
4 Provider’s Warranties
4.1 The Provider undertakes and agrees with the Agent that it shall for the term of this Agency Agreement:
(a) act dutifully and in good faith at all times;
(b) at its own expense and upon the Agent’s request, supply the Agent with Promotional Material;
(c) ensure that all Promotional Material which is supplied to the Agent is transparent, complete, up-to-date, true and accurate in all respects and not in any way misleading for Customers;
(d) ensure that all pricing and static content including but not limited to Accommodation are accurate;
(e) honour all Bookings and avoid over-booking the Accommodation;
(f) comply with the Booking Conditions;
(g) not contact Customers directly unless otherwise expressly stated in this Agency Agreement;
(h) not bid on the terms “Zagros Travel” or any other trading name or registered trade mark of the Agent; and
(i) not solicit any employee of the Agent during the term of this Agency Agreement (save that the Provider may accept approaches made by employees themselves).
5 Booking Conditions
5.1 The Agent will make available to the Customer its terms of business and the Booking Conditions and shall require the Customer to accept its terms of business and the Booking Conditions before a Booking is complete.
5.2 The Provider may update and/or otherwise vary its Booking Conditions from time to time upon written notice to the Agent. For the avoidance of doubt such changes will not be retrospective or unlawful.
5.3 Where the Provider has no standard form Booking Conditions, the Agent and the Provider shall work together in good faith to determine the Booking Conditions.
5.4 In the event there is a conflict between the terms of this Agency Agreement and the Booking Conditions, the terms of this Agency Agreement shall always take precedence. Any additional terms and conditions provided by the Provider shall be invalid and shall not be incorporated into this Agency Agreement.
6 Compliance with Laws
6.1 The Provider warrants to the Agent that the Accommodation will comply with all applicable local and national laws, licensing arrangements and industry regulations.
6.2 The Provider shall ensure :
(a) health and safety audits are carried out and are up to date in respect of all accommodation offered for sale through the Agent: and;
(b) to notify the Agent as soon as is reasonably possible of any health and safety audits that result in the Provider not wishing to offer any particular accommodation for sale through the Agent.
7.1 In consideration for promoting and procuring the sale of Bookings, the Agent shall be paid the Commission and any other fees and/or expenses which may be due to it under or in connection with this Agency Agreement.
7.2 The Provider will be paid the amount due for each booking via single use credit card. If the Agent agrees in writing with the Provider that the Provider can invoice for payments due then the Provider shall be entitled to invoice the Agent for the Remitted Amount upon fulfilment of the Customer’s Booking.
7.3 Within seven (7) days of receipt of the Provider’s invoice (provided always that the Agent has received full payment from the Customer) the Agent will pay the Remitted Amount to a bank account nominated by the Provider.
7.4 The Provider agrees and acknowledges that the Agent shall not be liable to pay the Remitted Amount to the Provider in the event that the Agent has not received payment from the Customer. The parties agree that it shall be the Provider’s responsibility to pursue late or outstanding payments from Customer (in which event and on recovery of such sums from the Customer, the Provider shall pay the Agent its Commission).
7.5 If any deductions (including but not limited to VAT, withholding taxes, customs duties, levies and/or any other charges) from the amounts due to the Agent are required by law or regulation, the Remitted Amount shall be decreased such that the Agent retains (free from any liability in respect of any such deduction or withholding) a Commission that is equal to the sum it would have received had no such deduction been made or required to be made.
7.6 The Provider acknowledges that the Agent or its sub-agents may decrease the Gross Rate for the Accommodation in order to remain competitive within the relevant market (the Selling Rate). The Provider hereby permits the Agent and/or its sub-agents to reduce the Gross Rate. Any such reduction in the Gross Rate to derive the Selling Rate will be deducted from the Commission due to the Agent had the Agent and/or sub-agent not decreased the Gross Rate.
7.7 If the Selling Rate differs to the Gross Rate, the Agent is obligated to notify the Provider of the level of the Selling Rate.
7.8 The Agent is not permitted to fix a Selling Rate which is greater than the Gross Rate without the Provider’s written consent.
7.9 The Provider acknowledges that it is obligated and responsible for the calculation and payment of VAT on the Gross Rate or Selling Rate (as applicable) to the relevant tax authorities in the Provider’s tax jurisdiction.
7.10 The Agent and the Provider will work together to resolve any disputed invoices in a timely manner.
8 Cancellations and Changes to Accommodation
8.1 The Provider hereby acknowledges that the Agent is an ABTA member and must ensure a high standard of service to Customers and comply with the “ABTA Code of Conduct” and “ABTA Articles of Association.”
8.2 The Provider shall not significantly alter the Accommodation less than fourteen (14) days before the Customer’s scheduled arrival date at the Accommodation except in the case of Force Majeure.
8.3 The Provider shall promptly inform and keep the Agent informed in the event of any potential or actual alteration (however minor) to the Accommodation.
8.4 Unless otherwise agreed in writing, the parties agree that, in the event of a minor alteration, the Agent is entitled to notify the Customer of such alteration.
8.5 Unless otherwise agreed in writing, in the event of a significant alteration (by way of example only, lower category accommodation) or a total cancellation by the Provider (whether due to overbooking, refurbishment and maintenance or any other reason within the Provider’s control) the Provider shall provide the Agent with details of alternative arrangements of a similar or higher quality and price to the Accommodation chosen by the Customer (e.g. room upgrade, hotel upgrade, board upgrade, complimentary meals and drinks). The Agent shall offer such alternative arrangements to the Customer or, at the Customer’s option, cancel the Booking and refund to the Customer all monies paid by the Customer in respect of the Accommodation. The Agent shall, within 7 days of the date of cancellation, be entitled to receive an amount equal to the Commission which would have been due in respect of the Booking where such Booking is cancelled by the Provider in the circumstances set out in this clause.
8.6 In the event that the Provider cancels a Booking as a result of an event of Force Majeure, the Agent shall be entitled, at its sole discretion, to refund to the Customer all monies paid by the Customer in respect of the Accommodation. This clause applies notwithstanding anything to the contrary in the Booking Conditions.
8.7 The Provider shall not cancel the Accommodation after the due date for the balance of the Selling Rate from the Customer unless necessary to do so as a result of Force Majeure or unless the Agent notifies the Provider that the Customer has defaulted in payment of the balance.
8.8 If a Customer cancels a Booking less than twenty four (24) hours prior to their scheduled arrival date or if a Customer fails to arrive at all, the Provider may charge a cancellation fee of equal to one (1) night stay at the Accommodation, If a Customer cancels outside of twenty four (24) hours no charge will be levied.
8.9 If a Customer cancels a Booking at any time, notwithstanding anything to the contrary in the Booking Conditions, the parties agree that the Agent may charge the Customer a cancellation fee, representing compensation to the Agent from the Customer in accordance with the Agent’s terms and conditions. The Provider shall endeavour to ensure that this provision is included in the Booking Conditions with all Customers.
8.10 Notwithstanding the above, where the Customer has made a flight booking in addition to the Booking, the Provider will not levy any cancellation charge if a Booking was cancelled within thirty (30) days of the flight booking being cancelled by the flight provider.
8.11 The Provider will not levy any charge for amendments to the Booking.
8.12 In the event that the pricing information supplied by the Provider for the Accommodation is inaccurate, the Provider will bear the costs of any increased price of the Booking which is less than or equal to £100. If the amount in error exceeds £100, the Provider shall offer the customer the option to a) cancel the Booking and obtain a refund of all monies paid up to the date of cancellation: b) continuation of the booking upon receipt from the customer of the additional payment save that any pricing error up to the amount of £100 will be absorbed by the provider or c) offer to the Customer an alternative booking of equivalent or superior value.
9.1 The Provider expressly authorises the Agent to liaise on the Provider’s behalf directly with the Customer in respect of any and all claims or complaints.
9.2 In the event of any claim or complaint in relation to the Accommodation of which the Agent becomes aware, the Agent will inform the Provider of the details of such claim or complaint and may request information from the Provider to enable the Agent to deal with Customer correspondence within the timeframes set down by ABTA. The ABTA timeframes as at the Commencement Date are an acknowledgement within fourteen (14) days of receipt and a detailed reply within twenty-eight (28) days of receipt.
9.3 The Provider shall provide the Agent with the requested information within ten (10) days regardless of whether the Provider is acting as an intermediary or the supplier of the Accommodation. The Agent shall be entitled to refer the Customer directly to the Provider in the event that the Provider fails to respond to the Agent within the 10-day period.
10 Intellectual Property
The Provider hereby grants to the Agent a non-exclusive, perpetual and irrevocable, royalty-free license to use, adapt and make copies of the Promotional Materials and related Intellectual Property Rights owned or licensed to the Provider for the purposes of performing the Agent’s obligations hereunder and to comply with any guidance issued by ABTA.
11 Indemnity and Insurance
11.1 The Provider hereby irrevocably agrees to indemnify and keep indemnified the Agent, its shareholders, directors, employees, agents and representatives from and against all claims, losses, liabilities, expenses, demands, damages or costs incurred by such parties arising from:
(a) the Provider’s provision of the Accommodation (whether negligently provided or not);
(b) death and/or personal injury caused to a Customer (or Customer’s invitee) as a result of the Provider’s or its employees’ breach of a legal duty of care or misconduct;
(c) any breach of the Provider’s data protection obligations;
(d) the Agent’s failure to respond to a Customer complaint within the ABTA timeframes as a result of the Provider’s delay;
(e) any allegation that the Promotional Materials (or any part of them) are misleading, inaccurate or infringe or may infringe a third party’s Intellectual Property Rights.
11.2 If a third party (including a Customer) makes a claim or notifies an intention to make a claim against the Agent which may reasonably be considered likely to give rise to a liability under the indemnity at clause 11.1 (Claim), the Agent shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the Provider, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior consent of the Provider, such consent not to be unreasonably withheld.
11.3 The Provider warrants that it holds full and adequate public liability insurance (at levels no lower than the amount specified in the Specific Terms) with a reputable insurer. The risks insured by the Provider shall include, but not be limited to, all third party risks, including liability for damages for any personal injury whatsoever, or death, suffered by Customers.
11.4 The provisions of this clause shall survive the termination of this Agency Agreement.
12 Limitations of Liability
12.1 Neither party excludes or limits its liability under this Agency Agreement for death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; or any other type of liability which cannot by law be excluded or limited.
12.2 Subject to clause 12.1 and 12.3, the Agent’s maximum aggregate liability (howsoever arising) under or in connection with this Agency Agreement shall be limited to lower of:
(a) £200,000; or
(b) the average monthly amount of Commission retained by the Agent for all Bookings made by Customers for the Accommodation in the 3-month period prior to any claim arising
12.3 The Agent shall not be liable for loss of business, profit, anticipated profit, contracts, revenues, goodwill or anticipated savings; loss of data or use of data; or consequential, special or indirect loss or damage, even if it has been advised of the possibility of such loss or damage.
12.4 The provisions of this clause shall survive the termination of this Agency Agreement.
13 Term and Termination
13.1 This Agency Agreement shall commence on the Commencement Date and will continue in full force and effect thereafter until terminated by either party in accordance with this clause.
13.2 Either party (Complaining Party) may terminate this Agency Agreement by giving written notice to the other party (Defaulting Party) if any of the following events occurs:
(a) the Defaulting Party commits any material breach of any of the provisions of this Agency Agreement and either:
(i) the breach is not capable of remedy; or
(ii) if the breach is capable of remedy, the Defaulting Party fails to remedy it within thirty (30)days after receiving a written notice from the Complaining Party containing full particulars of the material breach and requiring it to be remedied;
(b) the Defaulting Party becomes bankrupt or goes into liquidation (whether voluntary or compulsory), is dissolved, compounds with its creditors or has a receiver, administrative receiver or administrator appointed over the whole or any part of its assets or a petition is presented, or a meeting is convened for the purpose of considering a resolution, for the making of an administrative order, the winding-up, bankruptcy or dissolution of the Defaulting Party or the Defaulting Party suffers any similar process under the law of its domicile or place of its jurisdiction.
13.3 The Agent may immediately terminate this Agency Agreement at any time in the event that the Provider is found, pursuant to an audit, to be in breach of its obligations set out in clause 6.
13.4 Upon termination, all the terms of the Agency Agreement will remain in force in respect of all unfulfilled Bookings which were made between the Commencement Date and the date of the termination. For the avoidance of doubt this clause will survive termination of the Agency Agreement.
13.5 In the event that either party terminates this Agency Agreement in accordance with clause 13.2 , 13.6or 14.2, the Agent shall be entitled to refund all monies held by it to Customers who have an unfulfilled Booking.
13.6 Either party may terminate this Agreement for any reason by giving 30 days written notice to the other party at any time.
14 Force Majeure
14.1 Neither party shall be deemed to be in breach of this Agency Agreement or otherwise liable to the other party for any delay in performance or any non-performance of its obligations under this Agency Agreement to the extent that the delay or non-performance is due to Force Majeure provided that the party suffering the Force Majeure has promptly given written notice of it to the other party.
14.2 If the Force Majeure persists for a continuous period of thirty (30) days or more, the other party may terminate this Agency Agreement on thirty (30) days’ notice.
15.1 Each party undertakes to the other (and shall procure that all relevant directors, employees, agents and professional advisers are aware):
(a) to keep confidential all Confidential Information;
(b) not without the other party’s prior written consent to disclose the Confidential Information in whole or in part to any other person save those of its directors, employees, agents or professional advisers involved in the implementation of this Agency Agreement and provided in all cases that they have a need to know the same; and
(c) to use the Confidential Information solely in connection with the exercise or enjoyment of rights and/or the performance of obligations under this Agency Agreement and not otherwise for its own benefit or the benefit of any third party.
15.2 The provisions of clause 15 shall not apply to the whole or any part of the Confidential Information that can be shown by the receiving party to be:
(a) disclosed as a requirement of law;
(b) known to the receiving party prior to the date of this Agency Agreement otherwise than as a result of being obtained directly or indirectly from the party disclosing such Confidential Information;
(c) obtained from a third party who lawfully possessed such Confidential Information and which has not been obtained in a breach of a duty of confidence owed to the disclosing party by any reason; or
(d) in the public domain in the form in which it is possessed by the disclosing party other than as a result of a breach of a duty of confidence owed to the disclosing party by any person.
15.3 The provisions of this clause 15 shall survive termination of this Agency Agreement for any reason.
16.1 Save as expressly provided in this Agency Agreement neither party shall assign, sub-licence, delegate, share or part with any of its rights or obligations under this Agency Agreement to any third party without the prior written consent of the other.
16.2 Any notice to be served on either party by the other shall be in writing and sent to the address of the other party as set out in the Specific Terms or such other address as is notified in writing by that party from time to time. Such notice shall be deemed to have been received by the addressee within seventy-two (72) hours of posting or immediately if sent by email.
16.3 No delay, indulgence or omission in exercising any right, power or remedy provided by this Agency Agreement or by law shall operate to impair or be construed as a waiver of such right, power or remedy or of any other right, power or remedy.
16.4 No variation of this Agency Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
16.5 If any provision of this Agency Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that shall not affect or impair:
(a) the legality, validity or enforceability in that jurisdiction of any other provision of this Agency Agreement; or
(b) the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agency Agreement.
16.6 This Agency Agreement (which for the avoidance of doubt includes the Specific Terms) constitutes the entire agreement between the parties and supersedes any previous agreement or arrangement between the parties relating to the subject matter of this Agency Agreement.
16.7 In the event of any conflict and/or inconsistency between the Agent’s Standard Terms and Conditions and the Specific Terms, the Specific Terms shall prevail.
16.8 The parties agree that they have not entered into this Agency Agreement in reliance upon any statement, representation, covenant, warranty, undertaking or understanding (whether negligently or innocently made) of any person (whether party to this Agency Agreement or not) except as expressly set out in this Agency Agreement.
16.9 No person who is not a party to this Agency Agreement shall have any right to enforce this Agency Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999.
17 Law and Jurisdiction
17.1 This Agency Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
17.2 Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of England in relation to any claim or matter arising out of or in connection with this Agency Agreement (including non-contractual disputes or claims), save in respect of enforcement and/or interim relief where jurisdiction shall be non-exclusive.
Zagros Travel Partner Program standard commission 15%
Payments are processed using single use credit cards
Upon a booking being made we shall send a unique Mastercard/Visa credit card number to you. This card will be loaded with the funds you are due valid for the date of check out and 30 days thereafter.
Please charge this card with the amount due for the booking on the day of check out. Any attempt to charge the card for more than the booking value or before check out will fail and corrupt the card.
I agree to the above terms and conditions including that I accept payment by credit card
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