Meon Valley Travel Limited
Business Travel General Agreement
This Agreement is made the [insert] day of [insert] 2025
BETWEEN:
(1) [Insert name of company] whose registered office is at, [insert address] (“Client”); and
(2) MEON VALLEY TRAVEL LIMITED, whose registered office is at Harwood House, 43 Harwood Road, London, SW6 4QP with registered company number 04350445 (“Company”);
together the “Parties” and each a “Party”
WHEREAS
(A) The Company is a full-service travel management company acting as an agent to facilitate the provision of business travel services to purchasers of business related travel.
(B) The Client wishes to consolidate its business travel services and wishes to engage the services of the Company to do so.
(C) The Client and the Company wish to enter into this Agreement pursuant to which the Company will facilitate the provision of consolidated business travel related services as specified herein.
1. Definitions
“Agreement” shall mean this agreement, and all Schedules (including, for the avoidance of doubt, the Commercial Terms Schedule) to this agreement;
“Client” shall mean the Party identified as such at the outset of this Agreement and any subsidiaries and holding companies within the meaning of Section 1159 of the Companies Act 2006 whose employees use the Services;
“Client Personnel” shall mean the Client’s employees, officers, agents, consultants, subcontractors, suppliers and any other persons who are invited and/or permitted by it to participate in and/or make use of the Services;
“Commencement Date” shall mean [Insert start date];
“Commercial Terms Schedule” shall mean the schedule of fees, service and administration charges payable by the Client to the Company as at Schedule 1;
“Connected Persons” means, in relation to the Company and to the extent (directly or indirectly) involved in the facilitating of the provision of the Services, any company or other entity which is at the relevant time a subsidiary or holding company of the Company or a subsidiary of any such holding company (the words subsidiary and holding company having the meanings given in section 736 of the Companies Act 1985) and any and all of such entities’ personnel;
“Force Majeure Event” means any event beyond the reasonable control of a party including (without limitation and in each case whether actual or threatened) acts of God, flood, fire, accident, sabotage, epidemic or pandemic, civil disturbance, war, acts of terrorism or the threat of terrorism, explosion, national mourning, cyber-crime, regulations, bye-laws or prohibitions of any kind on the part of any governmental or local authority, strikes or other industrial or trade disputes;
“Initial Term” shall mean 3 years from the Commencement Date;
"Intellectual Property Rights" shall mean all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software and source code, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
“Service Fees” shall mean the administrative fees payable by the Client to the Company, in respect of the Services, payable in accordance with clause 10 and Commercial Terms Schedule;
“Services” shall mean the Company’s travel management services in sourcing, booking and arranging the Travel Arrangements on behalf of the Client;
“Supplier/Principal” shall mean the third party supplier of the Travel Arrangements;
“Term” shall mean the duration of this Agreement as set out in Clause 3;
“Travel Arrangements” shall mean the transport, accommodation, excursions, meals, facilities and services (or any of them either individually or in any combination) provided by or on behalf of the Supplier/Principal.
“Travel Arrangement Charges” shall mean the sum payable by the Client to the Company, in respect of each Travel Arrangement, as set out in the relevant Booking Confirmation and payable in accordance with clause 10 and Commercial Terms Schedule.
2. Appointment
2.1 His Majesty’s Revenue and Customs in the UK ("HMRC") and the tax authorities in most EU countries agree that the Tour Operator Margin Scheme (a VAT simplification measure designed for Tour Operators) (”TOMS”) applies to travel management companies (where certain specific services are supplied), as well as to tour operators. EU legislation (Article 306 of Council Directive 2006/112/EC ("the Directive")), UK VAT legislation and HMRC guidance confirms that TOMS does not apply to travel services arranged under a disclosed agency arrangement.
2.2 The Parties have agreed to enter into this Agreement in order to grant the Company certain agency rights, and to set the payment and reimbursement terms between the Parties, with the aim of ensuring that the Travel Arrangements which the Company may procure from Supplier/Principals and which are supplied to or for the Client and which comprise the provision of "travel facilities" within the meaning of Article 306 of the Directive do not fall within the scope of TOMS, in line with the UK VAT legislation and HMRC guidance referred to at (Clause 2.1) above.
2.3 The Client hereby appoints the Company to act as its agent for the purposes of sourcing, booking, arranging or otherwise facilitating the provision of the Travel Arrangements to the Client from the Supplier/Principal, in accordance with the terms of this Agreement and the Company agrees to act as such.
2.4 The parties agree that this Agreement shall be considered a “general agreement” for the purposes of business travel exemption within the Package Travel and Linked Travel Arrangements Regulations 2018 (“PTR 2018”) and the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 (“ATOL Regs”). Accordingly, the Services provided by the Company to the Client are exempt from the scope of the PTR 2018 and the ATOL Regs and the Client and/or Client Personnel are not afforded any of the rights provided by the PTR 2018 and ATOL Regs which otherwise may apply.
2.5 The parties agree that this Agreement covers travel arrangements booked for business travel purposes only. In the event the Client wishes to book travel arrangements for leisure purposes, the Client will use the Company’s leisure travel booking channels instead. The Client acknowledges that in the event it fails to do so, any leisure travel booked under this Agreement will not be afforded any regulatory or other protections which may otherwise apply.
3. Term
3.1 This Agreement shall commence on the Commencement Date and shall continue in full force for the Initial Term.
3.2 Upon the expiry of the Initial Term, this Agreement shall be renewed automatically every 12 months (each a ‘Renewal Term’) until it is terminated in accordance with Clause 14 or by either Party on the giving of six months written notice to the other Party, such notice to expire at the end of the Renewal Term.
4. Contract for Travel Arrangements
4.1 When booking or otherwise arranging the Services, the Company in its role as agent will arrange for the Client to enter into a contract with the Supplier/Principal of the Travel Arrangements.
4.2 As an agent, the Company accepts no responsibility for the provision of the Travel Arrangements or for the acts or omissions of the Supplier/Principal. The Supplier/Principal’s terms and conditions will apply to all bookings for the Travel Arrangements and the Client should read these carefully. The Company will be able to provide copies of such terms and conditions, where applicable, upon request.
5. Changes or Cancellation to the Travel Arrangements by the Client
5.1 If the Client wishes to cancel or amend the Travel Arrangements, or any part of them, it must advise the Company accordingly.
5.2 Cancellations can only be accepted in accordance with the terms and conditions of the Supplier/Principal concerned and the Supplier/Principal may charge the cancellation or amendment charge showing in their terms and conditions (which may be 100% of the cost of the Travel Arrangements). It is the Client’s responsibility to pay any such cancellation charges as applied by the Supplier/Principal.
5.3 The Company reserves the right to charge the Client an administration charge for changes or cancellations as outlined in the Commercial Terms Schedule.
6. Changes or Cancellation to the Travel Arrangements by the Supplier/Principal
6.1 The Company will inform the Client of any changes or cancellations made to the Travel Arrangements by the Supplier/Principal as soon as reasonably possible after the Company becomes aware of such.
6.2 If, as part of any such amended or cancelled Travel Arrangements, the Supplier/Principal offers alternative arrangements or a refund, the Client must let the Company know whether it wishes to accept the alternative arrangements within the time frame stipulated by the Company. If the Client fails to do so the Supplier/Principal is entitled to assume that the Client accepts the cancellation and wishes to receive a full refund.
6.3 Where no alternative arrangements are offered by the Supplier/Principal, or the Client acting reasonably, rejects the alternative arrangements, the Company shall assist the Client in sourcing alternative arrangements, at the Client’s request.
6.4 The Company accepts no liability for any changes or cancellations made to any Travel Arrangements by the Supplier/Principal.
7. The Company’s Obligations
7.1 In accordance with this Agreement, the Company shall:
7.1.1 Provide the Services using good quality systems, techniques and standards and reasonable skill and care;
7.1.2 Act as the Client’s agent to arrange, source and otherwise facilitate the provision of the Travel Arrangements, in accordance with the Client’s instructions;
7.1.3 Make itself available upon reasonable notice for the purposes of consultation, advice and support relating to the Services and/or this Agreement.
7.1.4 not be liable to perform its obligations under this Agreement in so far as such performance is hindered or prevented by a Force Majeure Event.
8. The Company’s Responsibility for the Services
8.1 The Client’s contract for the actual provision of the Travel Arrangements is with the Supplier/Principal and its terms and conditions apply. As agent, the Company accepts no responsibility for the actual provision of the Travel Arrangements. The Company’s responsibilities are limited to providing the Services in accordance with the Client’s instructions.
The Company accepts no responsibility for any information about the Travel Arrangements that it passes on to the Client in good faith. However, in the event that the Company is found liable to the Client for any reason whatsoever, the Company’s total aggregate liability to the Client in respect of any claim or series of claims will not exceed the amount of the Service Fees paid by the Client in the 6 months preceding the default giving rise to the claim. The Company’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.
8.2 The Company shall not be liable to the Client in any circumstances in contract, tort (including negligence or breach of statutory duty) or otherwise howsoever arising and whatever the cause thereof for any loss of profit, business, contracts, revenues or for any special, indirect or consequential damage of any nature whatsoever.
8.3 Nothing in this clause or in this Agreement shall operate to limit or exclude the Company’s liability for:
8.3.1 death or personal injury caused by its negligence or that of any of its employees while acting in the course of their employment; or
8.3.2 fraudulent misrepresentation or fraudulent concealment; or
8.3.3 any other liability which cannot be limited or excluded by law.
9. The Client’s Obligations
9.1 The Client acknowledges that the Company’s ability to provide the Services at the agreed standard is dependent upon the Client’s full and timely cooperation (which it agrees to provide), as well as the accuracy and completeness of any information and data which the Client provides to the Company. Accordingly the Client shall:
9.1.1 Provide the Company with access to and use of all information, data and documentation reasonably required by the Company for the performance of its obligations under this Agreement;
9.1.2 ensure that all information provided to the Company, and within any booking confirmation document, is complete and accurate, and promptly notify the Company if it is not;
9.1.3 Co-operate with the Company in all matters relating to the Services and Travel Arrangements;
9.1.4 Pay all Travel Arrangement Charges in accordance with the Commercial Terms Schedule;
9.1.5 Pay all invoices in accordance with clause 10;
9.1.6 Comply with all applicable laws and regulations, including Data Protection Legislation, the Bribery Act 2010 and the Modern Slavery Act 2015 so far as they apply to the Client;
9.1.7 Indemnify the Company against all liabilities, costs, expenses, damages and losses (including legal and other professional costs and expenses) suffered or incurred by the Company arising out of or in connection with any breach of any nature whatsoever by the Client or Client Personnel of its obligations expressed or implied under this Agreement; and/or any act or default of the Client or Client Personnel;
9.1.8 not be liable to perform its obligations under this Agreement in so far as such performance is hindered or prevented by a Force Majeure Event.
9.2 The Client agrees that it is responsible for any loss or damage to any physical property belonging to the Company or any Supplier/Principal caused by the acts or omissions of the Client or the Client Personnel. The Client agrees to reimburse the Company, or where appropriate the Supplier/Principal, for the monetary value of any such loss or damage, provided always that the Client has been provided with appropriate invoices evidencing the sums due to either the Company or the Supplier/Principal.
10. Financial & Payment Terms
10.1 All financial terms between the Parties that are not set out in this Agreement shall be set out in the Commercial Terms Schedule.
10.2 The charges for each booking of Travel Arrangements shall be made up of the Travel Arrangement Charges and Service Fees. The Company shall charge and the Client shall pay the Travel Arrangement Charges and Service Fees as set out in the Commercial Terms Schedule, on a per booking basis. Statements are sent on 16t and 01st of the month.
10.3 The Company’s default payment terms are that settlement of all invoices must be made within the billing period as follows. 01st -15th of the month for payment by 25th of the month. 16th to the 28/30/31st of the month by the 10th of the following month. 14 days of the date of invoice in question. Where the Company does not offer Credit Terms to the Client in accordance with clause 10.4, the Client must settle all invoices in accordance with this clause 10.3.
10.4 The Company may offer credit terms (“Credit Terms”) to the Client, such decision to be entirely at the Company’s discretion, and this will be specified in the Commercial Terms Schedule. In accordance with the Credit Terms, the Client shall be required to make payment by the 15th of the month following the month of invoice. The Company shall be entitled to withdraw Credit Terms from the Client at any time by providing the Client with 14 days prior notice of its intention to do so, in writing, in which case all outstanding invoices shall become immediately payable to the Company.
10.5 Where the Company offers the Client Credit Terms, the Company reserves the right to perform credit checks on the Client (including the directors and any management and any applicable Client Personnel) (or instruct a third party to complete credit checks on the Company’s behalf) and the Client hereby expressly consents to the Company doing so.
10.6 If the Client fails to make a payment due to the Company under this agreement by the due date then, without limiting any other remedies available to the Company, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
10.7 The Client is responsible for paying, in full, all sums payable to the Supplier/Principal for the Travel Arrangements requested by the Client. If full payment of such sums is not received by the applicable balance due date, the Company will notify the Supplier/Principal who may cancel the Client’s booking and charge the cancellation fees set out in the Supplier/Principal’s terms and conditions.
10.8 Any and all monies paid to the Company, which are duly payable to the Supplier/Principal of the Travel Arrangements in accordance with this Agreement are held by the Company on the Client’s behalf until they are paid to the Supplier/Principal.
10.9 Please note that payment by the Client to the Company does not constitute payment to the Supplier/Principal and if the Company collect monies from the Supplier/Principal on the Client’s behalf, the Supplier/Principal’s liability to pay that money to the Client is discharged.
10.10 The Company may occasionally receive commission payments from Supplier/Principals in consideration for booking Travel Arrangements with the Supplier/Principal. At no times will the availability (or lack) of such a commission payment influence the Company’s decision to use a particular Supplier/Principal.
10.11 All amounts due under the Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
11. Refunds
11.1 Credit notes or refunds (if any) for Travel Arrangements not used may only be issued upon the return of the relevant documentation relating to the Travel Arrangements concerned by the Client and are subject to the terms and conditions of the Supplier/Principal. Failure to return the said documentation will imply an acceptance of the invoice for the Travel Arrangements and payment will become due in accordance with Clause 10.
11.2 In the event that any cancellation or refund requires the consent of or calculation by the relevant Supplier/Principal then the account issued will remain due and payable under Clause 10 and any sum refunded by the Supplier/Principal will only be credited to the Client’s account on receipt of same by the Company from the Supplier/Principal.
11.3 If the Client is unsure as to the cancellation and/or refund provisions of any particular ticket or the charges levied by a Supplier/Principal then clarification should be sought from the Company at the time of booking.
12. Insurance
12.1 The Client is strongly recommended to take out insurance for all Client Personnel (or ensure that such Client Personnel obtain their own insurance) and some Supplier/Principals require that it does so. In addition to travel insurance (where applicable), it may also be possible for the Client to obtain cancellation insurance to provide cover in the event that the Supplier/Principal cancels the Travel Arrangements at short notice and the Company strongly recommends that the Client does so. It is the Client’s responsibility to ensure that the insurance it purchases is adequate and appropriate for its particular needs. If the Client chooses to not purchase adequate insurance, neither the Company nor the Supplier/Principal will have any liability in any circumstances for any losses howsoever arising, in respect of which insurance cover would otherwise have been available.
13. Complaints
13.1 Since the contract for the provision of the Travel Arrangements is between the Client and the Supplier/Principal, and any queries or concerns should be addressed directly to the Supplier/Principal. If the Client or Client Personnel has a problem during the provision of the Travel Arrangements, this must be reported to the Supplier/Principal immediately. If the Client fails to follow this procedure there will be less opportunity to investigate and rectify its complaint.
13.2 The Company in its role as agent can assist the Client in addressing any complaints that it may have to the Supplier/Principal either before, during or after performance of the Travel Arrangements. Should the Client wish to avail itself of such assistance it should follow the escalation procedure.
14. Termination
14.1 The Company may terminate this Agreement immediately on written notice if the Client fails to make any undisputed payments in full to the Company, when due under this Agreement and the Client has failed to remedy this non-payment within a period of 30 days.
14.2 The Client may terminate this Agreement immediately on written notice if in its reasonable opinion the Company’s conduct (or that of any of its officers or employees) is likely to bring the Client into disrepute or is otherwise materially prejudicial to the Client’s interests.
14.3 Either Party may terminate this Agreement immediately on written notice to the other Party if:
14.3.1 the other Party becomes bankrupt, or insolvent, or unable or unwilling to pay its valid debts as they fall due, or suspends or ceases or threatens to suspend or to cease to carry on its business, or if the other Party has a receiver or liquidator appointed.
14.3.2 the other Party commits a material breach of any provision of this Agreement which is not remediable or, if remediable, is not remedied within thirty (30) days of receiving written notice specifying the breach and requiring it to be remedied.
15. Consequences Termination or Expiry
15.1 Following expiry or termination of this Agreement the Client shall pay to the Company:
15.1.1 the Travel Arrangement Charges applicable to all Services performed prior to the date of expiry;
15.1.2 any outstanding Travel Arrangement Charges related to any Travel Arrangements not yet settled with the respective Supplier/Principal; and
15.1.3 in the event the Client wishes to cancel upcoming Travel Arrangements, the applicable cancellation charges (stipulated by and payable to, the applicable Supplier/Principal) which will be passed onto the Supplier/Principal by the Company.
15.2 On any expiry or termination of this Agreement, the Company shall deliver to the Client, or otherwise dispose of (at the Client’s direction), all Confidential Information and any other the Client’s property that may be in the Company’s possession.
15.3 Expiry or termination of this Agreement for whatever reason shall not affect either Party’s rights or remedies that have accrued prior to the date of expiry or termination, nor the coming into force or the continuance in force of any provision of this Agreement which expressly or by implication is intended to come into or continue in force by or after expiry or termination.
16. Confidentiality
16.1 Each Party undertakes to the other that during the Term and thereafter it shall keep secret and shall not without the prior written consent of the other Party disclose to any third party (except to its legal and professional advisors) any Confidential Information learned by the recipient Party or disclosed to the recipient Party by such other Party pursuant to or otherwise in connection with this Agreement.
16.2 The obligations of confidentiality in this Clause 16 shall not extend to any information or matter which either Party can show:
16.2.1 is in, or has become part of, the public domain other than as a result of a breach of the obligations of confidentiality under this Agreement;
16.2.2 was independently disclosed to it by a third party entitled to disclose the same; or
16.2.3 is required to be disclosed under any applicable law or any regulatory authority, or by order of a court or governmental body or other authority of competent jurisdiction.
16.3 For the purposes of this Clause 16, Confidential Information shall mean all and any commercial, financial, marketing, technical or other information, know-how or trade secrets in any form or medium belonging to or disclosed by one of the Parties to this Agreement or obtained under or in connection with this Agreement (whether disclosed or obtained before or after the date of this Agreement), together with any copies, summaries of, or extracts from, such information in any form or medium or any part(s) of this information and which is designated as confidential or which is manifestly confidential.
17. Data Protection
17.1 The parties agree to comply with the data processing clauses at Schedule 2, which is hereby incorporated into this Agreement.
17.2
18. Intellectual Property Rights
18.1 As between the Parties, subject only to Clause 18.2 below, all intellectual property and other proprietary rights in all specifications, working methods, profile forms, files and contents, software, systems, applications, technology (including, but not limited to, all configuration, implementation, enhancement, and development work undertaken for the Client), databases, know-how, work product and other documents and material of any sort in any medium used, produced, procured or provided by the Company, its employees, agents or sub-contractors from time to time for the purposes of this Agreement (collectively, “Company Property”) shall belong to and vest in the Company or its licensor(s) (as the case may be).
18.2 As between the Parties, all Intellectual Property Rights in any branding, technology or software provided or procured by the Client for the Company’s use in relation to the provision of the Services, and which it has been mutually agreed in writing that the Company shall so use (collectively, “Client Property”), shall belong to and vest in the Client or its licensor(s) (as the case may be).
18.3 The Client (in respect of Client Property) and the Company (in respect of Company Property) hereby grant to the other a non-exclusive, non-transferable, revocable licence for the Term of this Agreement, without the right to grant sub-licences, to use the same to the extent necessary, and in the manner approved and agreed, in relation to the Services provided pursuant to this Agreement, solely for the purpose of enabling the Parties to fulfil their respective obligations and exercise their rights under this Agreement.
18.4 Unless the Parties mutually agree otherwise in writing, the Client’s rights hereunder to use and receive the Company Property, and the licence granted above, will terminate automatically upon termination or expiration of this Agreement.
19. Entire Agreement
19.1 This Agreement shall constitute the entire agreement between the Parties and any other terms, conditions, performance criteria, guarantees or prior representations whatsoever (whether written or oral) shall be of no effect unless expressly incorporated herein. Each Party acknowledges that it has not entered into this Agreement in reliance on any statement or representation of the other Parties except to the extent that such statement or representation has been incorporated in this Agreement. Nothing in this Agreement shall limit or exclude either party’s liability for fraud or fraudulent misrepresentation.
20. General
20.1 No purported variation of this Agreement shall be effective unless it is agreed between the Parties in writing, refers specifically to this Agreement, and is duly executed by each Party to this Agreement.
20.2 No waiver by any Party of any breach by the other of any of the provisions of this Agreement shall be construed as a waiver of any subsequent breach.
20.3 If any provision of this Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. Both Parties agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and commercial objectives of the invalid or unenforceable provision.
20.4 This Agreement and any benefit or obligation under it is not assignable by either Party without the consent of the other nor can it be sub-contracted by either Party without the consent of the other.
20.5 Nothing in this Agreement shall create a partnership or joint venture between the Parties.
20.6 A person who is not a Party to this Agreement (except for Connected Persons) has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any terms of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from the Act.
21. Law and Jurisdiction
21.1 This Agreement and any matters arising from it is subject to and governed by English law and the Parties agree that any dispute(s) they may have will be exclusively dealt with by the Courts of England and Wales.
DECLARATION AND SIGNATURE:
The Client wishes to receive the Services set out and in accordance with this Agreement which will be arranged on its behalf by the Company strictly subject to the terms of this Agreement.
Both Parties hereby confirm that they have read and agree to be bound both by this Agreement.
On behalf of the Client:
Name:
…………………………………………
Position:
…………………………………………
Date:
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Signed:
…………………………………………
On behalf of Meon Valley Travel Limited:
Name:
…………………………………………
Position:
…………………………………………
Date:
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Signed:
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Schedule 1
Commercial Terms Schedule
Schedule 2
Data Processing Schedule
DEFINITIONS:
Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003 No. 2426) as amended; any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a party.
1. GENERAL
1.1 Both parties will comply with all applicable requirements of the Data Protection Legislation. This Schedule 2 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
1.2 The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Data Controller and the Company is the Data Processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). The Appendix sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of Personal Data and categories of Data Subject (where Personal Data and Data Subject have the meanings as defined in the Data Protection Legislation).
1.3 The Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Agreement, process that Personal Data only for the purposes of complying with its obligations under the Agreement.
1.4 To the extent that the Client collects and passes Personal Data to the Company pursuant to the Agreement, it represents, warrants and undertakes that:
(a) it has obtained appropriate authority from all Data Subjects to whom it relates, or has provided them with the requisite information required under the Data Protection Legislation, to pass their Personal Data to the Company for the purposes for which Client intends to use it and/or as specified by Client in writing; and
(b) it is accurate and up to date.
2. SUB-PROCESSORS
2.1 Subject to clause 2.2, Client hereby authorises the Company to pass data on to its suppliers, sub-contractors and other third parties (Sub-Processors) as necessary for the performance of the Company’s obligations under the Agreement and otherwise as needed for the provision of the Arrangements.
2.2 The Company shall, subject to clause 2.3:
(a) inform the Client of any changes it has made to its Sub-Processors and permit the Client to object to those changes;
(b) ensure any Sub-Processor agrees in writing to comply with obligations at least equivalent to those obligations imposed on the Company in this Schedule 2 that relate to the requirements laid down in Article 28(3) of the GDPR and there the Sub-Processor fails to comply with those obligations, the Company shall remain liable to Client for the Sub-Processor’s failure.
2.3 The Client accepts that the Supplier/Principal and any other third party used by Client in relation to the provision of Travel Arrangements, is an independent data controller in relation to the Client’s personal data and is not a Sub-Processor of the Company. As such, the Company is not liable for the acts, omissions or failures of Supplier/Principal or any other third party used by Client in relation to the provision of Travel Arrangements.
3. TECHNICAL & ORGANISATIONAL MEASURES
3.1 Taking into account the state of technical development and the nature of the processing, the Company shall, in relation to any Personal Data processed in connection with the performance by the Company of its obligations under the Agreement, ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, or damage to, the Personal Data.
4. COMPANY PERSONNEL
4.1 The Company shall ensure that access to Personal Data is limited to Company personnel and authorised Sub-Processors who need access to it to supply the Arrangements and who are subject to an enforceable obligation of confidence with regards to the Personal Data.
5. TRANSFER OF DATA OUTSIDE THE EEA
5.1 Subject to clause 5.2 and 5.3, the Company shall not transfer, or otherwise directly or indirectly disclose, any Personal Data to countries outside the European Economic Area (EEA) without the prior written consent of Client except where the Company is required to transfer the Personal Data by the laws of the member states of the EU or EU law (and shall inform the Client of that legal requirement before the transfer, unless those laws prevent it doing so).
5.2 The Company shall be permitted to transfer the Personal Data to countries outside of the EEA to the extent that any one or more of the following applies:
(a) the Company has in place with the non-EEA Sub-Processor the EU model contractual clauses as set out in Decision 2010/87/EU or any alternative version of those clauses issued by the European Commission or a supervisory authority from time to time;
(b) the transfer is to a non-EEA country that is deemed to have an adequate level of protection from time to time by the European Commission or such other supervisory authority;
(c) to the extent that the transfer is to a Group Company located outside of the EEA, the Company Group has in place Binding Corporate Rules for the transfer of Personal Data to a non-EEA Group Company;
(d) there is an approved code of conduct in place by an association or other body representing the Client or the Company that applies to the non-EEA territory or territories to which the Personal Data is to be transferred;
(e) there is an approved certification mechanism in place in respect of the non-EEA territory;
5.3 Where Personal Data is transferred outside the EEA due to a request by Client for the Company to book travel arrangements for Client in a location outside the EEA, where the Company is not able to put into place any of the safeguards stipulated at 5.2(a)-(e), or they are otherwise inappropriate in the circumstances, the Company shall rely on the derogation under Article 49 of the GDPR to legalise the transfer of data outside the EEA, on the basis the transfer relates to the performance of a contract for the benefit of the Data Subject.
6. ASSISTANCE & NOTIFICATION
6.1 The Company shall taking into account the nature of the processing, assist Client (by appropriate technical and organisational measures), insofar as this is possible, in relation to any request from any Data Subject for: access, rectification or erasure of Personal Data, or any objection to processing.
6.2 The Company shall notify Client without undue delay and in writing if any Personal Data has been disclosed in breach of this Schedule 2.
6.3 The Company shall notify Client promptly if it becomes aware of a breach of security of Personal Data, such notices shall include full and complete details relating to such breach.
6.4 The Company provide such assistance (at Client’s cost) as Client may reasonably require in relation any approval of the Information Commission or other data protection supervisory authority to any processing of Personal Data.
6.5 The Company shall on the expiry or termination of this Agreement, at Client’s cost and its option either return all of Client’s Personal Data (and copies of it) or securely dispose of Client’s Personal Data except to the extent that any applicable law requires the Company to store such Personal Data.
6.6 At Client’s cost, the Company shall allow for an audit (no more than once per annum) by Client and any auditors appointed by it in order for the Company to demonstrate its compliance with this Schedule 2. For the purposes of such audit, upon reasonable notice, the Company shall make available to Client and any appointed auditors all information that Client deems necessary (acting reasonably) to demonstrate the Company’s compliance with this Schedule 2.
6.7 In the Company’s reasonable opinion, to the extent that it believes that any instruction received by it in accordance with clause 6.6 is likely to infringe the Data Protection Legislation or any other applicable law, the Company shall promptly inform Client and shall be entitled to withhold its permission for such audit and/or provide the relevant Arrangements until Client amends its instruction so as not to be infringing.
7. INDEMNITY
7.1 Each party (the “indemnifying party”) shall indemnify the other party (the “indemnified party”) against:
(a) any fines imposed on the indemnified party by the Information Commissioner or any regulator that may replace it from time to time or any equivalent as a result of the indemnifying party’s breach of its obligations under this Schedule 2; and
(b) subject to clause 7.2, all amounts paid or payable by the indemnified party to a third party which would not have been paid or payable if the indemnifying party’s breach of this clause had not occurred.
7.2 The indemnifying party shall not be liable under clause 7.1(b):
(a) if it proves that it was not in any way responsible for the event giving rise to the damage in accordance with Article 82(3) of the GDPR; or
(b) to the extent that the indemnified party is responsible for the damage in accordance with Article 82(5) of the GDPR.
APPENDIX I
Description of Processing
The processing of personal data is as follows: The data subjects are employees or directors of the Client. The Client is the Data Controller. The Company will process data using various booking tools and systems to enable the data subjects to travel for business purposes – travel, accommodation, meetings etc….
Data subjects
The personal data concern the following categories of data subjects (please specify):
· Individuals traveling for the purposes of business travel.
Purposes of the processing
The processing is necessary for the following purposes (please specify):
· To enable the data subject to travel for business purposes.
Categories of data
The personal data processed fall within the following categories of data (please specify):
· Name
· Date of Birth
· Passport Number
· Address
· Other data needed to enable national and international travel e.g. biometric data.
Sensitive data (if appropriate)
The personal data processed fall within the following categories of sensitive data (please specify):
· Additional health & similar data required to enable business travel services to take place – e.g. medical conditions, dietary requirements etc...
Instructions with regards to the processing of personal data:
· The Company shall process the Personal Data only in accordance with the instructions of the Client.