CWT FOR YOU
GENERAL TERMS & CONDITIONS
Latest update: Jun 28, 2019

By registering your company or organisation for CWT for You and using the services provided by CWT, you hereby agree, on behalf of your company/organisation, to be bound by these General Terms and Conditions (GTCs), including any subsequent amendments. CWT may add to, change or remove any part of these GTCs and shall endeavor to provide notice of such changes by e-mail to the contact e-mail listed in the registration form. Any such changes shall apply as the effective date listed on the notice.

These GTCs shall apply to the provision of the business travel services in India set out in Section A below (Services) by CWT India Pvt. Ltd (CWT) to your company, firm or organization which has set up an account with CWT through completion of this registration form, to the exclusion of all other terms and conditions that you or CWT may seek to impose or incorporate, or which may are implied by trade, custom, practice or course of dealing.

A. SERVICES

(1) Scope of Services: CWT shall provide to you, for business travel purposes only, a commercial reservation service for air travel, rail travel, hotel and car rental offered by third parties (Travel Suppliers) together with associated ancillary services that it may offer from time to time. Certain of the above services and ancillary services (e.g. passport and visa services) may be provided via third party suppliers. Other CWT services or product offerings may be available and the terms and conditions for any additional services shall apply upon the completion by CWT of an initial request for such services as ordered by you. Upon registration you will be provided with access details. Any person to which you provide your access details shall be considered as authorized to act on your behalf when ordering additional services and you shall take responsibility for the compliance by all such Users ("User"), including any Travelers ("Traveler") with these GTCs.

Should you allow any of your Affiliates or other third parties to benefit from the Services, you shall guarantee as a principal obligor the making of any payment due by such party to CWT and otherwise shall procure the compliance of the party to these GTCs. Affiliate shall, in relation to a Party, mean its subsidiaries, holding companies or subsidiaries of such holding companies.

You shall identify CWT as your preferred accommodation booking provider in your travel policies and shall direct your travellers ("Users" or "Travelers") to use CWT tools, content and processes. CWT will not book or use services or tools of any CWT competitor. To the extent any accommodations are booked other than through CWT, CWT will only support and service such accommodations for changes, reporting or any other purposes if such accommodations are available within the GDS used by you and CWT, and CWT may charge additional service and expense charges for such bookings.

(2) Profile Management:, The Travelers shall use the CWT profile management tool within myCWT (CWT Portrait) to enable CWT to identify and respond to individual booking requests for Travelers . You shall either provide CWT with an initial data feed of traveler profiles during initial implementation (such feed to be in a form and provided within a timeframe reasonably acceptable to CWT) and/or shall instruct Travelers to have his/her own profile completed and up to date in CWT Portrait, in order to enable CWT to provide the Services to Traveler. In the case of incomplete or incorrect data provision, CWT may contact the Traveler to obtain such information to complete a booking: any such information shall be added to the Profile. CWT shall not be required to make a booking where there is insufficient profile information or valid credit card information and shall not be responsible for any errors in the Services arising from failure by you or any User to comply with this paragraph.

Available Rates: Any quote offered by CWT in response to a booking request made by you shall be generated from rates available for the Services in its global distribution system(s) (GDS) and/or proprietary or third party booking facilities (Booking Facilities) with Travel Suppliers and/or from CWT Negotiated Rates (see para below). CWT may alter the GDS or Booking Facilities for the Services from time to time in its sole discretion. The display of flight or other travel information may be determined by reasons including, without limitation, corporate negotiated rates, identity of a carrier or other travel supplier, history of known traveler preferences, and other factors, so long as available flights or content comply with your written travel policy as communicated to CWT.

CWT Negotiated Rates: From time to time, CWT may negotiate preferred fares or rates with Travel Suppliers, which CWT may offer to Travelers. Should CWT offer you such negotiated fares or rates, they shall be market competitive at the time of ticketing or booking for the applicable routing, class of service or other accommodation being offered.

(3) Ticketing Restrictions Fares of Travel Suppliers will be issued by CWT as agent for the Travel Suppliers subject to the terms and conditions of such fares (including without limitation marine and offshore fares for qualifying clients). In the event that you or Traveler breach those conditions, you shall be fully responsible for any fines, charges or agency debit memos imposed on CWT under IATA regulations or their agency agreements with Travel Suppliers.

B. TOOLS

(1) IT Tools. For the provision of certain elements of Services, CWT shall grant you access to certain IT tools subject to the terms and conditions set out at https://www.carlsonwagonlit.com/content/cwt/global/en/legal/it-tools-terms-and-conditions.html

(2) Third Party Website Links. CWT shall not be held liable for the content, availability, access, accuracy, timeliness or any other aspect of the information contained in any third party website accessible via links on any of the IT Tools. The inclusion in the CWT Portal of information related to or contained in any third party website does not constitute an endorsement by CWT of such information.

(3) CWT Apps: Any mobile applications provided by CWT and downloaded by travelers are subject to additional end user and other terms and conditions of use as set out in the relevant application and or app store. You shall be responsible for complying, or procuring the compliance of Travelers, to such terms.

C. PAYMENT

(1) For each travel booking you shall pay to CWT the relevant fare charged by the Travel Supplier plus any goods and sales tax (GST) or other local or indirect taxes, surcharges or other similar duties payable as set out in the in the booking quote.

(2) Payment shall be made in full by at the point of sale by credit card. The booking shall be confirmed and any associated travel ticket shall only be issued upon receipt of the full amount by CWT. Should the credit card transaction be declined or cancelled for any reason prior to the trip, CWT reserves the right to cancel the relevant ticket and/or booking and not continue to make any further booking(s) for the particular User until CWT is satisfied that a valid credit card information is updated in the CWT Portrait account of the Traveler. In the case that the credit transaction is reversed or cancelled after the trip, you shall be responsible for payment in full of the ticket price, plus any associated charges as well as potential interest for late payment.

(3) GST: You shall be responsible for providing the relevant GSTIN number, legal entity name and generic email ID in each Traveler profile so that CWT may be able to issue invoices including the GSTIN. CWT shall have no liability nor gives any guarantee whatsoever as regards the claiming of GST credits by your company, firm or organization. All invoices issued by CWT shall continue to be due and payable whether or not such invoice includes a GSTIN number.

D. RESPONSIBILITIES

(1) CWT, in providing the Services and in transmitting the proceeds from the sale of the travel services to the Travel Suppliers, acts solely in its capacity as the agent for such Travel Suppliers. CWT shall not be liable for any actions beyond the control of CWT in connection with the Services, or for any injury, loss, damage, delay, non- performance, irregularity, or any consequences therefrom, which may be occasioned through the neglect, or default, or any other act or inaction of any Travel Supplier including the supplier of any IT Tool. Without prejudice to the foregoing (a) CWT does not warrant nor ensure that the travel services booked will actually be provided by any Travel Supplier; and (b) if a Travel Supplier defaults prior to providing any travel service for which payment has been made, your sole recourse for refund shall be with the defaulting Travel Supplier or your own insurer. CWT shall not be responsible in any manner whatsoever as regards incorrect input of data by you or a User or any non-compliance by a Traveler with travel related requirements (including but limited to information on travel visas, requirement of ID documentation, etc.).

(2) You hereby agree to indemnify and hold CWT harmless from and against any third party liability, loss, cost or expense resulting directly from any failure by you or your Users to perform any obligation hereunder.

(3) Liability: In making travel reservations with CWT, you accept sole liability for: (a) all, purchases, changes and/or cancellations of services made under your access details, including, but not limited to, lost tickets and fraud; (b) ensuring that any purchases hereunder are made in accordance with your internal policies, procedures and guidelines and for resolving any disputes with your employees and agents related thereto; (c) payment of any and all products or services ordered or purchased through the CWT For You service including all purchases by your Users.

(4) The total liability of CWT hereunder in respect of all claims in connection with its Services shall be limited to INR 3000 per booking.

(5) Notwithstanding the foregoing, CWT shall not be liable for any loss of profit, business, goodwill or revenue or any special, punitive, indirect or consequential loss or damages costs or expenses arising as a result of the performance of its services, howsoever caused, whether or not reasonably foreseeable and irrespective of any negligence or fault. Nothing herein shall exclude any losses to the extent that such exclusion would be contrary to applicable law or regulation.

E. DURATION

This Agreement shall be valid and binding upon the date of your successful registration of your company with CWT For You website and shall continue to be valid and binding until terminated by either party.

F. TERMINATION

(1) CWT reserves the right to terminate your account and the relating provision of its services at any time with 30 days' advance written notice by e-mail to your e-mail contact address or immediately, if you becomes insolvent, bankrupt, are unable to pay your debts as they fall due or if CWT has information or record of impersonation, wrongful use, fraud or such incriminating use by you or a user of the Services.

(2) Consequences: Termination of the Services shall not affect a Party's accrued rights or obligations as at termination or any obligation which is intended to survive termination, including (without limitation) Sections D to F of these GTCs.

G. MISCELLANEOUS

(1) Assignment: Neither Party shall assign its rights hereunder nor any part hereof without the prior written consent of the other Party.

(2) Compliance with Laws: The Parties agree to comply with all applicable laws and regulations in performing the GTCs.

(3) Confidentiality: Each Party shall require its respective officers, directors, employees, agents, advisers and other representatives (and those of its Affiliates) to keep confidential the contents of these GTCs and all information received from the other party in connection with the contents and the performance of these GTCs, and not to disclose such information to third parties, except as necessary to perform its obligations or exercise its rights hereunder or with the written consent of the other Party or where required by law or court order without the prior written consent of the other Party. Notwithstanding the foregoing, this shall not apply to information that is (i) in the public domain, (ii) lawfully obtained from a third party who is entitled to disclose such information (iii) independently developed by the other party without reference to such information or (iv) anonymized and/or aggregated.

(4) Data Protection:

(a) CWT OBLIGATIONS: With regard to the, storage, processing, transfer of the Traveler's personal data, CWT shall comply with all applicable laws and regulations relating to data privacy, including with respect to any transfers and disclosures made to third parties. In particular CWT shall;

(i) process the Travelers' personal data for the purpose of providing the Services as well as information on additional available services;

(ii) ensure that appropriate operational and technical measures are in place to safeguard the Profiles against any unauthorized access, loss, destruction, theft, use or disclosure.

(iii) upon your specific instruction in writing and provided you meet your obligations as set forth in Section F(4)(b), transfer and disclose to third party(ies) (both local and overseas) specifically designated by you, travel information, including Travelers' personal data, subject to technical availability.

(b) Your Obligations: You shall comply with all applicable laws and regulations relating to data privacy and shall in particular:

(i) inform Travelers that CWT (i) has been appointed to provide Services to you and the Travelers and (ii) shall store, process, transfer and disclose Travelers' personal data in order to provide the Services.

(ii) where necessary, obtain legally sufficient consents from Travelers to allow CWT to use and disclose (both local and overseas) their personal data in order to provide the Services and meet its obligations under this Section F(4), in particular for transfers and disclosures (both local and overseas) to third parties at your specific request.

(iii) indemnify CWT against any liability or Losses (including fines and penalties) resulting from a claim made by a third party, including by a Traveler or by any regulator, against CWT and relating to the use and disclosure (both local and overseas) of any personal data by (i) You or any of your representatives having access to the Profiles or (ii) by any third party to whom CWT transfers data at your specific request as set out in Section F(4)(a)(iii).

(5) Force Majeure: Neither Party shall be held liable for any delay or failure to perform its obligations hereunder caused by circumstances beyond its reasonable control including, without limitation, strikes, fires, acts of God, any form of government intervention, including business restrictions and prohibitions under territorial or extraterritorial economic or trade sanctions whether determined by national or foreign governments or international institutions. If legally permitted, the performance of such obligations shall be suspended only for such time as such circumstances last. In the event of an immediate and total government ban on the continuation of the business relationship, the obligations under these GTCs will expire immediately, completely and permanently without any prior notice.

(6) Independent Parties: Nothing in these GTCs shall create a partnership or joint venture between the Parties and neither Party shall have any authority to enter into any binding commitment, representation of covenant on behalf of the other Party.

(7) Notices: All notices to be given hereunder shall be in writing and shall be deemed to be given when mailed by certified or registered mail, or personal delivery to the address provided by you.

(8) Substituting clauses: If any provision of these GTCs are held to be or becomes invalid or unenforceable (in whole or in part), such provision shall be ineffective to the extent of such invalidity or unenforceability without rendering unenforceable any of the remaining provisions of these GTCs. Upon the invalidity or unenforceability (in whole or part) of any provisions of these GTCs, CWT shall use its reasonable efforts to implement a satisfactory substitute for such invalid or unenforceable provision, which shall most closely achieve the lawful purpose of the relevant invalid or unenforceable provision.

(9) Waiver: A waiver of any right or remedy available to a Party in connection with these GTCs (Remedy) is only effective if in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a Party in exercising a Remedy shall constitute a waiver of that or any other Remedy, nor shall a single or partial exercise of a Remedy prevent any further exercise of that or any other Remedy.

(10) Entire Agreement. These GTCs, as amended from time to time by CWT, constitute the entire agreement of the parties with respect to the Services and supersedes any prior discussions, representations, agreements or arrangements in relation to the subject matter of these GTCs.

(11) Third Party Rights. Save as expressly set out in these GTCs, no third party shall have any rights to enforce any of its terms.

(12) Governing Law and Jurisdiction: These GTCs shall be governed by the laws of the republic of India and any dispute or proceedings under these GTCs shall be subject to the exclusive jurisdiction of courts at New Delhi for final settlement.

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