GMT Terms and Conditions – Travel Management Services
The following terms and conditions (hereinafter referred to as the “Agreement”) apply to all travel management services and any ancillary services performed by GMT or its affiliated or associated companies to the Purchaser.
The following definitions apply to this Agreement:
“Embargoed Country” means any country or geographic region subject to comprehensive economic sanctions or embargoes administered by OFAC or the EU, including without limitation Cuba, Iran, North Korea, Syria, the Donetsk and Luhansk Republics and the Crimea region;
“Global Trade Laws” means the US Export Administration Regulations; the US International Traffic in Arms Regulations; the economic sanctions rules and regulations administered by the US Treasury Department’s Office of Foreign Assets Control (“OFAC”) as well as any relevant Executive Orders; the economic sanctions rules and regulations administered by the United Kingdom, European Union (“EU”) Council Regulations on export controls, including Nos. 428/2009, 267/2012; other EU Council sanctions regulations, as implemented in EU Member States; United Nations sanctions policies; all relevant regulations made under any of the foregoing; and other applicable economic sanctions or export and import control laws;
“GMT” means Global Marine Travel LLC and any of its affiliated or associated companies;
“Personal Data” means any information relating to an identified or identifiable natural person (data subject), in any form, format or media (including paper, electronic, or other record) that a Party has access to, obtains, uses, maintains or otherwise handles in connection with the performance of the Agreement. For purposes of this definition, an “identifiable natural person” is a person who can be identified, directly or indirectly, by reference to an identifier such as name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
“Purchaser” means the party requiring Services from GMT, which shall be performed subject to the terms and conditions of this Agreement.
“Services” means the travel management services provided by GMT which involve booking air travel, hotels, train, hire cars and any other ancillary services for and on behalf of the Purchaser;
“Sanctioned Person” means any person or entity included on: OFAC’s Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, or the Foreign Sanctions Evaders List; the EU’s Consolidated List of Sanctions Targets; the UK Consolidated List of Asset Freeze Targets and list of persons named in relation to financial and investment restrictions; or any similar list; (b) any person resident in, or entity organized under the laws of, an Embargoed Country; or (c) any person or entity majority-owned or controlled or acting on behalf of any of the foregoing;
“Service Provider(s)” means third party providers of air travel, hotels, train, hire cars and any other ancillary services; and
GMT and the Purchaser may hereinafter be referred to as a “Party” or collectively as the “Parties”.
- General Provisions
a) This Agreement shall apply to all Services performed by GMT to the detriment of any other terms and conditions exchanged between the Parties, unless expressly agreed in writing by GMT.
b) GMT acts as a booking agent only and any bookings made by GMT are for and on behalf of the Purchaser and the Service Provider’s terms and conditions shall apply in full between the Service Provider and the Purchaser.
c) GMT will provide the Services to the Purchaser in accordance with the terms and conditions of this Agreement and shall allocate sufficient resources to the delivery of the Services to enable it to comply with its obligations.
d) This Agreement shall apply to all purchase orders, email, verbal instructions or any other method of requesting Services by the Purchaser from GMT.
e) This Agreement is a non-exclusive Agreement, the Purchaser is entitled to use other providers to perform similar Services, similarly, GMT is entitled to provide similar Services to other purchasers.
a) GMT’s remuneration for Services is based on a booking fee for the Services performed (“Fee(s)”).
b) All Fees for the performance of the Services are exclusive of value added tax, goods and services tax or any other applicable sales taxes (“VAT”).
c) Service Providers charges for air travel, hotel, car hire or any other travel related products (“Charges”) and the Fees shall be settled in advance of any bookings being made.
d) GMT will arrange refunds for all or part of cancelled bookings, subject to the terms and instructions of the Service Providers and the Fee will be refunded.
a) GMT undertakes to use its reasonable endeavours to provide the Services for and on behalf of the Purchaser in accordance with this Agreement and industry practice.
b) On notification from the Purchaser of defective Services, GMT shall re-perform the said Services to the reasonable satisfaction of the Purchaser.
a) Nothing in this Agreement, and no action by the Parties pursuant to this Agreement, shall constitute, or be deemed to constitute a partnership or joint venture.
a) For the purposes of this Agreement, Confidential Information shall mean any commercial or business sensitive information and any other proprietary information which directly or indirectly belongs or is related to a Party, its affiliates, and its business affairs which is communicated to the other Party in any form.
b) Each Party receiving Confidential Information (the “Receiving Party”) agrees that it shall at all times (both during the term of this Agreement and after its termination for any reason) keep confidential, and shall not without the prior written consent of the other Party (the “Disclosing Party”) use or disclose to any third party (other than as permitted herein), any Confidential Information of the Disclosing Party, unless such information:
i) was public knowledge or already known to the Receiving Party at the time of disclosure;
ii) subsequently becomes public knowledge other than by breach of this Agreement;
iii) subsequently comes lawfully into the possession of the Receiving Party from a third party; or
iiii) is agreed by the Parties not to be confidential.
c) Each Party undertakes that it shall not use the Confidential Information of the Disclosing Party for any purpose other than for the proper performance of this Agreement.
d) The Receiving Party may, to the extent necessary to implement the provisions of this Agreement or comply with law (but for no other reason), disclose the Disclosing Party’s Confidential Information:
i) where necessary to comply with any law, regulation, order or legitimate request, to any relevant governmental or other authority or regulatory body;
ii) where the Receiving Party is a body corporate, to any member of the same group of companies; or
iii) to any employees, officers or representatives of the Receiving Party provided that, before any such disclosure the Disclosing Party shall make those persons aware of its obligations of confidentiality under this Agreement.
e) The Receiving Party shall require that its employees, officers and representatives are made aware of and comply with the confidentiality obligations set out in this Clause.
f) The Receiving Party shall not directly or indirectly, acquire or appropriate any right to or interest in the Confidential Information of the Disclosing Party and shall not claim any legal right thereto, whether by means of registration application or otherwise. This Agreement shall not be construed as granting or confirming any rights, licenses or other relationships on or in connection with the disclosure of Confidential Information.
g) The Disclosing party has the right to require the return/destruction of its confidential information.
a) GMT shall be under no liability whatsoever to the Purchaser for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising in the course of performance of the Agreement UNLESS same is proved to have resulted from the negligence or default of GMT or their employees or agents, or sub-contractors employed by them in connection with the performance of the Services under this Agreement, in which case (save where loss, damage, delay or expense has resulted from GMT’s personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) GMT’s liability for any claim or series of claims shall never exceed a total of USD $50,000 in the aggregate.
b) Notwithstanding anything that may appear to the contrary in this Agreement, neither Party shall be under any liability whatsoever to the other Party for (i) indirect or consequential losses; and (ii) loss of production, loss of product, loss of use, loss of revenue, profit or anticipated profit, whether direct or indirect, arising from or relating to the performance of the Services and whether or not such losses were foreseeable at the time of entering into this Agreement.
c) Nothing in this Clause shall limit or exclude a Party’s liability for death or personal injury caused or resulting from its negligence or wilful misconduct or that of its employees.
a) Neither Party shall be liable for any loss or damage or total or partial failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused wholly or partly by any circumstance or matter beyond the reasonable control of the relevant Party, as the case may be, including (without limiting the generality of the foregoing) acts of God, acts of governmental authorities, fires, strikes, floods, epidemics, pandemics, quarantine restrictions, wars, insurrections, riots, violent demonstrations, criminal offences, acts and omissions of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes.
b) Where a Party seeks to rely upon a force majeure event as described in this Clause, it will advise the other Party of the force majeure event at the earliest opportunity and also advise that Party of the likely duration of such force majeure situation.
a) If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
a) A person who is not a Party to this Agreement shall not have any rights under or in connection with it or rights under any agreement by virtue of the Contracts (Rights of Third Parties) Act 1999. The rights of the Parties to terminate rescind or agree any variation, waiver or settlement under this Agreement and/or any agreement is not subject to the consent of any person that is not a Party to this Agreement.
a) Purchaser warrants compliance with:
i) Global Trade Laws in all respects related directly or indirectly to the performance of the Agreement and undertakes that they will not, through any act or omission place GMT in violation of Global Trade Laws; and
ii) All other rules and regulations including those of the territories where Services are to be performed.
b) Without prejudice to any other clause of the Agreement, Purchaser shall indemnify and hold harmless GMT against all claims and in respect of all loss suffered by them as a result of or relating to violations of this Clause including any penalties or costs associated with government investigations or enforcement actions under Global Trade Laws.
c) Purchaser represents and warrants that it, its affiliates, and its directors, officers, key employees or agents are not Sanctioned Persons.
d) Any breach and/or potential breach of this Clause, or a change to Global Trade Laws which makes continued performance under the Agreement impermissible, entitles GMT at its absolute discretion to immediately terminate the relationship with the Purchaser. In that event and if either Party terminates this Agreement due to a change in applicable Global Trade Laws, both Parties agree that (i) such termination shall not constitute a breach of this Agreement by the Party terminating and the other Party waives any and all claims against the terminating Party for any loss, cost or expense, including consequential damages that the other Party may incur by virtue of such termination; and (ii) both Parties agree to take reasonable steps to cooperate in winding down this Agreement.
- Data Protection
a) The Parties recognize that Personal Data may be transferred for the performance of Services under this Agreement. The Parties further recognize that the following data protection requirements for Personal Data (a) the Philippine Data Privacy Act of 2012 and its implementing rules and regulations (together the “DPA”); (b) the EU General Data Protection Regulation 2016/679 (“GDPR”), (c) the EU ePrivacy Directive 2002/58/EC as amended by Directive 2009/136/EC, and any EU Member State national implementing legislation; (d) applicable laws regulating unsolicited telephone calls, email, text/SMS or other electronic or anti-spam legislation; (e) applicable laws relating to data breach notification; (f) applicable laws imposing minimum information security requirements; (g) applicable laws requiring the secure disposal of records containing personal data; and (h) applicable laws regulating cross-border data transfers of personal data; (i) UK Data Protection Act 2018; and (j) the United Kingdom General Data Protection Regulation (“UK GDPR”) each as amended or superseded from time to time may apply to the processing of Personal Data under this Agreement.
b) In carrying out their obligations in relation to this Agreement, the Parties agree to abide by and put all necessary measures in place, as required, to ensure compliance with the applicable data protection laws and regulations noted within this Clause.
a) The Parties shall be committed to maintaining the highest ethical standards in relation to the Agreement. The Parties shall employ their own individual ethical standards policies which shall address activities considered to be illegal, unethical, and immoral or of such nature that it can reflect adversely on the integrity of either of the Parties.
b) Their policies shall address circumstances and situations to deal fairly with its clients, competitors, suppliers and employees. Unfair advantage shall not be taken of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice.
c) In carrying out their respective obligations under the Agreement, each Party shall comply with all applicable laws and regulations of its local country and of any other applicable country.
d) Each Party represents and warrants that:
i) it is not in breach of any bribery or corruption under any applicable corruption laws;
ii) it is not in breach of any applicable anti-money laundering laws; and
iii) it has no involvement with any slavery, human trafficking or child labour in its corporate activities and shall comply with the Modern Slavery Act 2015.
e) Without prejudice to any other Clause of the Agreement, the offending Party shall indemnify and hold harmless the other Party and any of its affiliates or associates against all claims and in respect of all loss suffered by them as a result of or relating to violations of this Clause.
f) Purchaser, shall if so requested by GMT, shall promptly provide any information which GMT may reasonably require in order to monitor Purchaser’s compliance with this Clause.
g) Purchaser shall where lawful notify GMT immediately in writing upon becoming aware of, or suspecting:
i) any failure to comply with any provisions of this Clause; or
ii) any extortive solicitation, demand or other request for anything of value, by or on behalf of any person relating to the Agreement or its subject matter.
a) This Agreement constitutes the entire agreement between the Parties and supersedes and replaces all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
b) No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement. Neither Party shall have any remedy in respect of any untrue statement made by the other Party upon which that Party relied in entering into this Agreement and that Party’s only remedies shall be for breach of contract as provided by this Agreement.
a) This Agreement shall be governed by English law and any dispute relating to this Agreement shall be resolved by means of arbitration, in accordance with the London Maritime Arbitrators Association (LMAA) rules, as amended. Any arbitration proceedings shall take place in London. GMT and the Purchaser agree that the arbitration proceedings and the arbitration decision shall be final and binding on the Parties and shall not be made public.
a) Any terms Purchaser may insert in its acknowledgements, invoices, delivery notices, timesheets and/or other documents exchanged between the Parties that are contrary to the express terms herein will remain null and invalid unless explicitly agreed as superseding by way of specific reference to this Agreement, for the avoidance of doubt the Purchaser’s signature of any such Purchaser documentation does not constitute explicit agreement for the purposes of this clause.
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