SERVICE AGREEMENT

This SERVICES AGREEMENT (this “AGREEMENT”) is made as of (Date) (Month), (Year) by and between M/s. Red Planner having its office at (Red Planner Office Address) (“RP”), and (Company Name) having its registered office at (Office Address), (Office Location), (Office ZipCode) (“Travel Agent”) (collectively referred to herein as the “Parties”, and each a “Party”).

WHEREAS, RP is in the business of B2B Travel related solutions and Services and (Company Name) i.e. Travel Agent is in the business of providing travel and tourism-related services to the general public in India and abroad and desire to enter into this Agreement to set forth the terms and conditions upon which the Parties will provide certain ongoing services to each other as described herein.

NOW, THEREFORE, and in consideration of the mutual covenants, rights, and obligations set forth in this Agreement, the benefits to be derived therefrom, and other good and valuable consideration, the receipt and the sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITION
1. Red Planner: is a destination travel company rendering services to third parties (hereinafter called “the Travel Agent”) within the framework of their business activities in the widest sense of the word, either directly or through the mediation of third parties.
2. The Travel Agent: is the organizer or person, who instructs Red Planner to provide local services for travel arrangements, such as private tours, hotel reservations, local transportation, excursions etc.
3. The traveller/passenger: the natural person(s) or legal entity on whose behalf the agreement between the Agent and Red Planner is entered into.
4. The service supplier: the party providing accommodation, transportation, or other local services, contracted by Red Planner to comply with the instructions of the travel agent. The service supplier is responsible for providing the services under the terms of their own liability and terms and conditions.
5. The definition of the word ‘contract’ is a (written) agreement between Red Planner and the Agent. A contract/agreement is only valid if confirmed by Red Planner. The only requirement is that this confirmation needs to be made in writing, for example by (general) e-mail, signed contract or official printed letter.
2. THE INSTRUCTIONS
   
1. The service provided by Red Planner could contain price negotiations with local suppliers, obtaining information and advice on forthcoming events, as well as quoting on requested services to the Agent and delivering these services and local arrangements.
2. The Agent is bound by the instructions regarding Red Planner and the service supplier, irrespective of whether the latter issue a confirmation.
3. If Red Planner issues the Agents with a confirmation, this will be deemed to serve as evidence of the contents of the agreement(s).
4. The Agent is fully liable to Red Planner for the obligations which arise from the service.
3. TERM
1. The term of this Agreement shall commence on (Date) (Month), (Year) and shall be valid for 12 (Twelve) months in effect until terminated by either Party to this Agreement following thirty (30) days advance written notice to the other Party (the “Term”) or such other number of days as agreed to by the Parties in writing.
4. APPOINTMENT
   
1. The RP acts as contract principal for the supply of Travel Arrangements under this Agreement.
2. By this Agreement RP appoints the Agent as its non-exclusive agent for the retail sale of the RP's Travel Arrangements within the United Kingdom, USA or any other country across the world.
3. The Agent accepts its appointment and agrees to purchaser subscription amounting to Rs. (Subscription Amount) (Rupees (Subscription Amount In Words)) from RP to get access to a web portal and sell the various itineraries designed by the RP's for Travel Arrangements and perform the other obligations set out in this Agreement.
5. ENTIRE AGREEMENT
   
1. This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement between the parties, except in respect of bookings already confirmed by the RP before the date of this Agreement, in which case any prior agreement or arrangement shall apply to those bookings.
   
6. INFORMATION
1. The Agent must provide Red Planner with information on the passengers which is necessary for the formation of the agreement and its execution.
2. The Agent must ensure that he and/or the travellers have the necessary documents, such as a valid passport and valid VISA of respected country of travel, inoculation certificates if any and vaccinations, travel insurance which may be required in accordance with law.
3. The Agent is obligated to give Red Planner personal data of the passengers if required by Red Planner (full names, date of birth and nationality).
4. The Agent and/or traveller himself must obtain the necessary extra information he/they requires from the relevant authorities and will check whether the information previously obtained is still correct, in good time before departure.
5. The Agent and/or traveller must abide by the instructions issued by or on behalf of the service supplier, and in particular the check-in times and/or transit times.
7. AMENDMENTS AND CANCELLATIONS
   
1. Programs and travel itineraries can only be amended or cancelled at the request of the Agent and only during the regular working hours of Red Planner. All bookings once confirmed by Agent are not amendable. Transfer from one tour / service to another will be treated as cancellation and the relevant cancellation charges shall be applicable and a fresh booking will have to be made.
2. If reservations are amended or cancelled, Red Planner will charge all costs as specified in the contract or based at clause 7.6 below (general cancellation rules apply).
3. If the Agent cancels or amends the service directly with a supplier contracted via Red Planner, the specifications of the contract remain intact.
4. Communication regarding amendments and cancellations should be made in writing by e-mail, sent by an authorized person. If Red Planner does not confirm an amendment or cancellation within 36 hours, the Agent will consider his information as not having been received by Red Planner.
5. All amendments and cancellation will be reconfirmed by Red Planner without exceptions. In case no confirmation of an amendment or cancellation can be provided by the Agent, the Agent will remain responsible for any financial and operational problems. The associated costs will be borne by the Agent.
6. Red Planner offers the Agent an official cancellation period for each contract, as follows:
   
1. Cancellations between 30 – 15 days before arrival = 30 % cancellation costs**
   
2. Cancellations 14-7 days or less before arrival = 50 % cancellation costs**
3. Cancellations 7-4 days or less before arrival = 75 % cancellation costs**
4. Cancellations between 3-0days or less before arrival = 100 % cancellation costs**
7. **If Agent’s program contains non-refundable services (for example entrance tickets) there is no refund of this part.
8. SITE INSPECTIONS
1. On request by the Agent, arrangements for site inspections will be made by Red Planner against the best available rates and charged on a net basis to the Agent.
2. In case a tour is cancelled after the first sight inspection all expenses (including staff hours) will be charged to the Agent.
9. LIABILITY & DAMAGE
   
1. Red Planner acts only in the capacity of intermediary between the Agent and the service supplier and Red Planner will do all possible to safeguard the interests of the Agent and the passengers which is reasonable under the given circumstances.
2. Red Planner accepts no liability for acts and / or omissions committed by the service supplier in providing the service, or for the accuracy of the information provided by the service supplier.
3. Red Planner is not liable for any defaults and delays caused by the service supplier for any reason whatsoever and any damage arising there from. This will include but not be restricted to delays by technical breakdowns of the vehicle, airport delays, weather conditions, traffic congestions, strikes and or blockades, the failure to catch connecting transportation, overbooking, amendments to or the cancellation of travel arrangements of the service supplier.
4. Red Planner cannot be held liable for any damage caused to the beneficiaries or to suppliers involved in the agreement due to the act of the traveller. Damages caused by the traveller will be charged to the Agent.
5. Pollution and (extreme) waste caused by traveller during tour execution (for example during a bus ride) will be charged to the Agent.
6. However, Red Planner will take actions to deal promptly and courteously with any problem or complaint from the traveller regarding the provided services. Thus maintain the good names of both the Agent and Red Planner. Red Planner will need to be informed by the agent within 14 days after the departure of the passenger, about any complaints in order to take the necessary steps to investigate the complaint.
7. The Agent is responsible for their belongings at all times. Damage or theft of property, as well as personal injury, will never be borne by Red Planner.
10. FORCE MAJEURE
    
1. Force majeure refers to circumstances which obstruct execution of the contract and which are not attributable to Red Planner. Examples of Force Majeure (among others): strikes in companies other than Red Planner, traffic hindrances, governmental measures as a result of epidemics, pandemics, other governmental issues that limit the freedom of movement of citizens, extreme weather conditions, (general) transport problems and technical difficulties of any nature. Any delays and direct (as well as indirect) damage as a result of this delay that cannot be attributed to Red Planner.
2. Red Planner reserves the right to refer to force majeure if the circumstance which prevents execution of the contract occurs after (or during) Red Planner should have executed the contract.
3. In cases of force majeure, Red Planner is entitled to defer execution of the contract. If the Force Majeure event continues for a period of more than 90 days from the date of the Notice of Force Majeure Event, the Non-Affected Party shall be entitled, at its sole discretion, to terminate the Agreement.
11. PAYMENT
1. Unless otherwise agreed, Red Planner requires a full pre-payment for all bookings and reservations.
2. All prices given by Red Planner are in Indian Rupees (₹) / Euros / USD /AUD as agreed between the parties and includes local taxes and fees (unless otherwise agreed).
3. Payment policy: (Payment Policy)
4. Red Planner remains the right to cancel services in case deadlines for the first (pre-) payment and for all payments are not honoured.
5. Unless otherwise agreed, payments are only acceptable by bank transfer;
6. Bank charges of any inward remittance will be charged for any kind of refund.
7. In the event of overdue payment, the Agent will be in immediate default and required to pay statutory interest over the outstanding amount @ (Overdue Monthly Interest Percentage)% per month.
8. Red Planner keeps the right to cancel programs if the Agent doesn’t follow the payment deadlines based on the agreed confirmation.
12. ONLINE BOOKINGS
    
1. Red Planner has made this facility available to Agent as a value-added service. Using this service, Agent can send in “Requests” for booking various services offered by Red Planner. Agent’s “Request for Booking” will be processed for confirmation of prices and availability of services requested by Agent. Only on Red Planner’s confirmation to Agent about the prices and availability, Red Planner will be bound to provide Agent the requested services subject to making full payment and complying with the relevant terms and conditions. Any correspondence with Agent prior to Red Planner’s aforesaid confirmation will not be treated as any acceptance of Agent request. The online booking of the products and services made available through this web portal is subject to availability and solely at the discretion of Red Planner and/or its respective suppliers.
13. LINKS TO THIRD PARTY SITES
    
1. This website may contain hyperlinks to websites operated by parties other than Red Planner. Such hyperlinks are provided for Agent’s reference only. Red Planner does not control such websites and is not responsible for their contents. Red Planner's inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. Agent acknowledge and agree that Red Planner is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Agent further acknowledge and agree that Red Planner shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
14. TRAVEL DOCUMENTS
    
1. Obtaining passports and visas shall be the sole responsibility of the passenger/ Agent, who hereby undertakes not to hold Red Planner liable under any circumstances whatsoever, for visas not applied for, refused and/or delayed documents and/or entries to/from the countries visited, for the sole responsibility to grant the travel documents rests and vests with the authorities concerned. Without prejudice to the above preceding clause, an express notice is given to all concerned by Red Planner that they shall only assist passengers in securing and obtaining the necessary travel documents to the best of their ability.
15. INSURANCE
    
1. Red Planner strongly recommends that all Agents take travel insurance but not limited to cancellation, delays, loss of deposit, medical expenses, personal accidents, loss of baggage and personal effects.
16. RESERVATIONS AND PURCHASES
    
1. When Agent makes a reservation or purchase online with Red Planner, Red Planner will share information about the Agent and/ or passenger’s purchase with Red Planner’s travel suppliers. Red Planner will only provide the necessary information to ensure passengers travel arrangements are confirmed with these travel suppliers.
17. USER ACCOUNT, PASSWORD, SECURITY
1. Agent will be required to choose a username and a password to enable use of Agent’s account. Keeping username and password confidential and secure from misuse is entirely the Agent's responsibility.
18. UNUSED SERVICES
    
1. No refund will be made for partially utilised / unutilised services.
19. INDEPENDENT CONTRACTOR
    
1. In performing the Services, each Party shall be an independent contractor and neither Party shall be deemed to be an agent, partner or co-venturer of the other due to the terms and provisions of this Agreement. For the avoidance of doubt, neither Party nor any of its employees, partners, officers or agents shall have any right, power or authority to bind the other Party in any manner whatsoever, except at the express instruction of such other Party.
20. LIMITATION OF LIABILITY
1. No Party will be liable to other party for any lost profit or business opportunities, loss of use, loss of revenue, loss of goodwill, business interruption, loss of data, or any other indirect, special, incidental, or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise.
2. No Party’s liability under this agreement will, in any event, exceed the subscription paid by the agent during the last twelve (12) proceeding months from the date of cause of action.
21. INDEMNITY
    
1. GENERAL INDEMNITY: Each Party (Indemnitor) shall defend, hold harmless and indemnify other Party and its affiliates, officers, employees and agents (Indemnitee) against any and all loss, liability damage, or expense, for injury or death to persons, including other party employees, and damage to property, arising out of or in connection with international willful, wanton, reckless or negligent conduct of such party
2. INDEMNIFICATION PROCEDURE
   
1. With respect to a claim for which indemnification is sought under this agreement, the indemnitee shall provide Indemnitor with
1. Prompt written notice of such claim,
2. Tender of the defense or settlement, and
3. Full cooperation in the defense.
2. Failure to give prompt written notice of a claim will not affect the indemnitee’s right to indemnification unless the failure materially and adversely affects the rights, remedies or liability of the Indemnitor.
3. If the Indemnitor fails to honor a timely request for indemnification and has a binding legal obligation to do so, the Indemnitee shall be entitled to all costs (including reasonable attorneys fees) incurred in the enforcement of its indemnification rights.
4. The Indemnitor shall not make a compromise or settlement of a claim without the Indemnitee’s consent.
5. The Indemnitee shall have no liability for any compromise or settlement made without its consent, which, subject to the foregoing conditions, will not be unreasonably withheld or delayed.
22. ARBITRATION
1. It is hereby agreed by and between the parties that all dispute and/or difference by and between the parties hereto in any way relating to or connected in respect of this agreement and/or anything done in pursuance hereto and/or otherwise shall be referred for arbitration, which will adjudicated in accordance with the Arbitration and conciliation Act, 1996, or any amendment thereon as may be applicable. The Red Planner shall appoint the Sole Arbitrator. The venue of the Arbitration shall be Thane and the language of the arbitration shall be English.
23. GOVERNING LAW
    
1. This Agreement is governed by the laws of India and both parties agree to submit to the jurisdiction of the Thane courts at all times.
24. NOTICES

1. Any notice to be given hereunder by either party to the other, shall be in writing and shall be deemed given when sent by certified mail.

   A. Notices to the Red Planner shall be addressed to:	B. Notices to the Agent shall be addressed to:
   Name: (Red Planner Notice Receiver Name)	Name: (First Name) (Last Name)
   Title: (Red Planner Notice Receiver Title)
   Address: (Red Planner Notice Receiver Address)	Address: (Office Address), (Office Location), (Office ZipCode)

25. MISCELLANEOUS
1. All mentioned prices are offered by contract, price list or special offer.
2. Unless otherwise agreed the Agent is prohibited to use Red Planner offers for commercial- and marketing related purposes. If this is necessary Agent can ask for a written approval from the Red Planner staff.
3. Unless otherwise agreed all offered prices are based on ‘best available rates’ till Agent gets a written confirmation by contract or e-mail. If there is no written confirmation from Red Planner Agent has no right to claim (previous) offered prices.
4. All supplied programs, rates and additional information are confidential, and tailor-made based on the request of the Agent.
5. Red Planner doesn’t provide any kind of travel insurance. Agents need to provide their own travel and-/or event insurance.
6. Agents travelling from restricted sanction countries (based on the list of EU sanctions, OFAC, BIS and DoS) will be screened before arriving. In the unlikely event the screening turns out positive Red Planner has the right to refuse services for this specific Agent/organization.
7. COVID regulations and local rules
1. Before the date of travel, the passenger should always check the current rules and regulations of the visiting country. Red Planner will do its best to inform the Agent accordingly as well (if requested by the Agent)
2. Red Planner is never responsible for any risk of being infected by COVID-19 before, during or after the trip.
3. Red Planner is not responsible if the passenger’s entry will be denied because of no valid COVID-19 entry pass (vaccination certificate or negative PCR test or recovery certificate) – if applies
8. All tour departures, itineraries, flights and hotels are subject to change with or without notice, as they are based on current schedules of transportation companies concerned.
9. All prices are subject to increase based on revision in fares and fluctuations in the exchange rates. In case of any increase, passengers will have to pay the difference.
10. Timings of conveyance are subject to change and consequently may be revised at any time. The itinerary is subject to alteration before or during the tour with or without notice.
11. Red Planner does not accept responsibility for losses and additional expenses, due to delays or changes in air, train, ships or other services, missed connections, sicknesses, weather, strike, quarantine or other causes howsoever caused and all such losses and expenses caused must be borne by the passenger or the Travel Agent as the case may be.
12. All arrangements for the services are made by Red Planner in their capacity as agents only for and in the interest of the passengers, with respect to any air/land/sea transportation and hotel which may be included in the program, and as such, holds itself absolved of all liabilities for any injury, delay or damage from any cause, whatsoever, for which the passenger, by signing this contract undertakes to absolve Red Planner and/or it's representatives from any legal claims.
13. All services are subject to the conditions and regulations referred to in the time tables, books, bills and notices of the companies concerned on whose airlines, steamers, railways, coaches and other transportation the passenger travels and the passenger by accepting Red Planner's tour or any other service, agrees that the firms and the companies concerned shall not be held liable for any loss, damage, injury, delay or detention caused howsoever.
14. Red Planner shall in no circumstances whatsoever be liable to the Agent or any person travelling for:
1. Any death, personal injury, sickness, accident, loss, delay, discomfort, increased expenses, consequential loss and or damage or any misadventure howsoever caused.
2. Any act, omission, default of independent contractor such as hotelier, hotel owner, owner of any airlines or shipping company, railway, ferryboat owner, operator, coach owner, operator, etc. or any other person or by any servant or agent, employed by them who may be engaged or concerned in the provision of accommodation, refreshment, carriage facilities or service for the Agent or for any person travelling with him, howsoever caused.
3. The temporary or permanent loss of or damage to baggage or personal effects howsoever caused, in this condition, the expression "howsoever caused" includes negligence on the part of any person except the negligence on the part of Red Planner.
15. No liability on the part of Red Planner arising in any way out of this contract in respect of any tour, holiday, excursion facility, shall exceed the total amount paid or agreed to be paid for the tour/holiday and shall in no case include any consequential loss or additional expense whatsoever.

16. Each of these conditions shall be severable from the other and if any provisions were invalid, illegal or not enforceable the remaining provisions shall nevertheless have full force and effect.

26. TAXES
1. It is agreed between the parties that the Agent shall collect the applicable Tax i.e. Tax Collection at Source from the traveller / passenger and the Agent further undertakes to deposit the same to the Government in accordance with the section 206C of the Income Tax Act 1961.
   
27. TERMINATION
1. Either party may terminate this Agreement at any time on giving at least 30 days' written notice to the other party.
   
2. Either party may terminate this Agreement immediately on giving written notice to the other party if:
1. the other party commits any material breach of this Agreement or 
2. the other party commits a breach of this Agreement and fails to remedy to the satisfaction of the non-breaching party, within 7 days of receiving a written request to do so, that breach or
3. This Agreement shall terminate immediately without notices if:
1. the other party suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due or
2. the other party has a receiver or liquidator appointed, or passes an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or reorganisation) or a Court makes an order to that effect or a similar event occurs or
3. distress or execution is levied against the property of the other party.
28. INTERPRETATION
1. The validity, interpretation and effect of this Agreement shall be determined under Indian law. All actions arising directly or indirectly as a result or in consequence of this Agreement shall be instituted and litigated only in courts having jurisdiction in Mumbai, India. Any provision found to be invalid or unenforceable shall have no effect upon the validity of any other section of this contract.
   
29. FURTHER ASSURANCES

1. Each of the Parties shall execute such documents and perform such further acts as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement effective as of the date first above written.