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This Purchase Agreement is entered into between CHEMMANUR INTERNATIONAL HOLIDAYS AND RESORTS
PRIVATE LIMITED having its place of business at 507/508, 5th Floor, B Wing, Kanakia Wall Street, Andheri Kurla
Road, Andheri east, Mumbai-400093 (hereinafter referred to as "Travel Agent") and Tripshelf Technologies Pvt.
Ltd. having its registered address at19, Ground Floor, NRI Complex, Alaknanda New Delhi 110019 (hereinafter
referred to as "Tripshelf").
The “Purpose” is to establish the terms of agreement for all enquiries received by the Travel Agent for
trips/packages/flights/hotels/timeshare or any other services via Tripshelf. This Agreement is valid for all the
transactions between Tripshelf and Travel Agent from 18th July 2019 onwards till such time that both parties
decide to terminate the agreement via written email to dhruv@tripshelf.com and 30 days notice.
Tripshelf will provide the following:
● Tripshelf will provide Travel Agent with a profile on its website to display Travel Agent’s
packages
● Tripshelf will provide CRM for viewing and accessing leads.
● Tripshelf will promote Travel Agent packages to online potential customers, and pass on these
customers in the form of enquiries to the Travel Agent for the contracted fee as per the invoice.
● Tripshelf does not undertake ownership of the package provided by Travel Agent and is not
liable for Travel Agent’s service delivery.
● Tripshelf may at its discretion promote Travel Agent packages using media and partnerships
with other platforms and may use your logo or other media as provided by you or publicly
available.
Travel Agent will provide the Following:
● Travel Agent will service the enquiries received via Tripshelf
● Booking Confirmations: Once a package is booked, Travel agent will honour all package details
as listed on Tripshelf or as agreed to over email with customer.
● Package Execution: Travel Agent will take 100% liability of service delivery and execution of the
trip as per package. Customer Grievance: Travel Agent (assigned POC) will handle all customer
grievances before, during or after the purchase.
Payment Structure:
● Tripshelf will be charging a Cost Per Lead as is agreed on mutually between travel agent and Tripshelf
over email / invoice.
● GST Invoice will be raised for the client to top up their balance. Once paid, enquiries sent will be
deducted against the top-up balance.
● Any negative balances or over delivery will be billed every 30 days or earlier as per Tripshelf’s
discretion and all amounts to be cleared within 15 days of invoice being raised and sent via email to
Jwala.t@cluboxygen.net or ashish.c@cluboxygen.net or any other POC designated by Travel Agent.
Termination
Travel Agent can terminate this Agreement with thirty (30) days written notice to Tripshelf. Either party can terminate
this Agreement for material breach with reasonable notice and opportunity to cure. In the event of termination, Client will
be responsible for payment up until the effective date of termination and any other leads that might be sent over 72 hours
thereafter.
Confidentiality
The terms of this Agreement and all information revealed to the other, whether or not in writing, shall be kept confidential.
Neither party may use, or may permit any third party to use, the other’s confidential information except to fulfill such
party’s rights or obligations under this Agreement. Subject to the confidentiality obligations above, Travel Agent will also
be permitted to disclose the terms and existence of this Agreement to Travel Agent’s affiliates, Travel Agent’s parent
company, and said parent company’s affiliates. The foregoing restrictions will not apply to information that (i) is in or enters
the public domain without breach of this Agreement, (ii) a party lawfully receives from a third party without breach of a
nondisclosure obligation, or (iii) a party develops independently.
Warranties
Travel Agent represents that Travel Agent has the qualifications to perform the Services under this Agreement in a
professional manner and that Travel Agent is not party to any agreement which would prohibit Travel Agent from entering
into this Agreement. Travel Agent warrants that the services and deliverables provided under this Agreement will not
violate or infringe upon the rights of third parties, including property, contractual, publicity, privacy, employment,
proprietary information, and/or any other intellectual property rights.
Limitation of Liability
Neither party is liable to one another for any indirect, statutory, incidental, special, or consequential damages, loss of
profits, revenue, data, or use, whether in an action in contract or tort or based on a warranty, even if a party has been
advised of the possibility of such damages.
Indemnification
Travel Agent will indemnify, defend, and hold Tripshelf and its successors and assigns harmless from any and all liability,
claims, demands, loss, and damage (including reasonable legal fees and court costs) connected with any claim or action by a
third party that results from (i) a breach of this Agreement, (ii) personal injury or property damage, and (iii) infringement of
any intellectual property, privacy, publicity, or proprietary right of another. Travel Agent shall give Tripshelf prompt written
notice of any claim or action covered by this indemnity, and Tripshelf shall have sole control of the defense of such action
should it choose to.
General and Miscellaneous
Nothing in this Agreement shall create an employer/employee, principal/agent, or joint venture relationship. Neither party
may assign, delegate, or transfer its rights and obligations under this Agreement without prior written consent. This
Agreement shall be binding upon the successors and assigns of the parties. This Agreement constitutes the final and
complete understanding between the parties, and replaces and supersedes all previous oral or written agreements or
understandings between the parties. This Agreement may not be modified except in writing. The failure of either party to
enforce any provision of this Agreement is not a waiver of the provisions. This Agreement shall be governed by the laws
of and with jurisdiction for any claims arising under this Agreement lying exclusively with the courts of New Delhi.
Dispute Resolution
In case of differences that are not ruled by this Agreement the Parties agree to find an amicable and mutually acceptable
solution. Should the Parties fail to do so, all disputes arising in connection with this agreement shall be referred to
arbitration and the arbitration shall be conducted by a sole arbitrator appointed jointly by the Parties in accordance with
the provisions of the Arbitration and Conciliation Act 1996, as amended, and the venue shall be at New Delhi, India and the
language shall be in English.
Declaration
Tripshelf reserves the right to modify any of the aforementioned terms with prior intimation to Travel Agent. If Tripshelf
receives any customer complaints of unsatisfactory service to the customer from the time the Lead has been transmitted to
the Travel Agent, Tripshelf reserves the right to take any action on the lead that it deems necessary and appropriate to
maintain adequate Customer Satisfaction, with no obligation to Travel Agent.
_________________ ____________________
Name & Designation: Name & Designation : Sukhmani Singh, COO
Date : Date : 18 July 2019