Terms and Conditions
Standard Terms and Conditions of Business
1. Definitions
In these conditions of contract:
"Key Travel" means Key Travel, Inc., a Delaware corporation with its principal office at: 1500 JFK Boulevard, Suite 1031, Philadelphia, PA 19102 and/or its subsidiaries and/or its associated companies and/or its authorized agents appointed in writing by Key Travel.
"Customer" means any person, firm or company with whom Key Travel contracts for the provision of Arrangement Services by Key Travel or with whom Key Travel contracts, as agent for a Third Party Supplier for the provision of Travel Services.
References to “you”, “your” etc., are references to the Customer, authorized representatives of the Customer or those for whom travel is requested by the Customer.
“Authorized Bookers” means any person authorized by the Customer to use the Arrangement Services.
"Arrangement Services" means Key Travel's services in recommending, booking and/or otherwise arranging, negotiating and reporting of the supply of Travel Services by Third Party Suppliers to the Customer including without limitation the provision of Online Booking Services.
"Passenger" means any Passenger in respect of whose travel Key Travel provides the Arrangement Services or organizes Travel Services on the instructions of the Customer.
"Third Party Suppliers" means any third parties who supply any Travel Services to the Customer. The identity of the relevant Third Party Supplier for a Travel Service will be communicated to the Customer by Key Travel.
“Travel Services” means travel by air, land or sea, accommodation, car rental, travel insurance or other related travel services.
“Online Booking Services” means any system provided by Key Travel to enable the Customer to make online bookings for Travel Services.
2. General
a) These conditions shall be deemed to be incorporated into all contracts for Arrangement Services made by Key Travel with the Customer to the exclusion of all other terms and conditions and all work undertaken by Key Travel shall be deemed to be carried out on the terms of these conditions unless otherwise expressly agreed in writing by Key Travel.
b) Key Travel shall provide such Arrangement Services to the Customer and organize such Travel Services for the Customer as may be requested by the Customer and agreed by Key Travel from time to time. In the absence of any express written instructions to the contrary which are agreed by Key Travel, Key Travel may accept (and the Customer shall be bound by) any requests made by any employee, agent or other representative of the Customer.
c) When taking bookings for or otherwise arranging Travel Services Key Travel will be acting as a disclosed agent and the relevant Third Party Supplier will be responsible for providing the Travel Services to the Customer. Key Travel will not be responsible for any default or failure in any supply by any Third Party Supplier or for any loss, claim, cost, damage or injury incurred by the Customer or any Passenger (directly or indirectly) as a result of the acts or omissions of the Third Party Supplier.
d) By making a booking, the Customer will be entering into a legally binding contract with the relevant Third Party Supplier in respect of the Travel Services to be provided by such Third Party Supplier. The contract for the Travel Services will be subject to the terms and conditions of that Third Party Supplier (copies of which are available to the Customer on request) and the Customer will be bound by such terms and conditions. It is the responsibility of the Customer to ensure that it and its Passengers comply with such terms and conditions including those which relate to check-in times, luggage allowances etc.
e) No Passenger or any other third party will have any rights against Key Travel except as set forth.
3. Fees and Payment
a) The Customer shall pay to Key Travel on demand all costs, fees, taxes etc as invoiced by Key Travel to the Customer in respect of any Arrangement Services and any Travel Services in accordance with the payment terms set out in such invoice or otherwise agreed by Key Travel.
b) Key Travel reserves the right to request advance payment for Arrangement Services and/or Travel Services.
c) Travel Services which are not ticketed/confirmed at the time of booking may incur a higher fee than that given at the time of booking. Until the booking is confirmed and committed to by the Customer the price cannot be guaranteed and is subject to change.
d) Key Travel may charge a booking fee or receive commission from bookings for Travel Services.
e) A convenience fee will be payable by the Customer at Key Travel’s standard rate for any costs incurred by Key Travel if payments are made by credit card.
4. Credit account facilities
a) If credit account facilities have been made available by Key Travel to the Customer then all sums due by the Customer to Key Travel shall be payable as set out in paragraph 4(c) below. Key Travel reserves the right to decline credit account facilities or to withdraw such facilities. Key Travel reserves the right to retain any funds due to the Customer such as refunds or credits to offset against any outstanding debt. Should no such credit account facilities be made available by Key Travel to the Customer or should these facilities be at any time withdrawn then Key Travel reserves the right to request an advance payment from the Customer in respect of all Travel Services and Arrangement Services.
b) Upon the withdrawal of credit account facilities all monies owing to Key Travel will become immediately payable.
c) Payment by the Customer of monies outstanding upon credit accounts is due as cleared funds within 7 days from the date of the invoices, excluding invoices for foreign currency or travelers checks which are due for payment by the Customer upon receipt of the invoice.
5.Payment for Travel Services by Key Travel
a) From time to time Key Travel may (at Key Travel’s discretion) make payment to a Third Party Supplier for Travel Services on behalf of a Customer using a Key Travel credit card or other payment method. Additional fees may be applied for such a service and the cost of reconciling any credit card.
b) Where payment for Travel Services is made using a Key Travel credit card or other payment method the Customer agrees to indemnify Key Travel from any misuse of the card or payment details by any current or past employee, consultant or agent of the Customer.
6. Booking terms, amendments or cancellations
a) The Customer is responsible for the accuracy of all data supplied to Key Travel or any Third Party Suppliers including without limitation any information entered using the Online Booking Services. In the event that such information is found to be incorrect additional costs may apply to correct such data. Details of such additional costs are available upon request.
b) Key Travel reserves the right to charge an administration fee of up to $300 per passenger for amendments or cancellations of any bookings, including where no additional documentation is required.
c) The Customer acknowledges that the Travel Services may be subject to cancellation by the Third Party Supplier without prior notice. The Customer is responsible for checking and complying with the specific change or cancellation terms for the Customer’s bookings.
d) While Key Travel will make commercially reasonable efforts to assist those making or arranging bookings on behalf of the Customer in complying with the Customer’s travel policy, it is the responsibility of the Customer to ensure that all those making or arranging bookings on its behalf comply with its travel policy. Key Travel will not be held responsible for any bookings made outside of the Customer’s travel policy.
e) If the Customer requires a purchase order number or similar payment code to be provided when a booking is made, it is the responsibility of the Customer to ensure that such number is provided and that is it accurate. The Customer shall be required to pay in full all invoices and charges for bookings which have been made even if a valid purchase order or similar payment code was not provided at the time of booking.
7. Refunds
a) Credits or refunds (if any) for Travel Services not used may only be issued upon the return of all the relevant documentation relating to the Travel Service concerned and are subject to the terms and conditions of the relevant Third Party Supplier.
b) In the event that any cancellation or refund requires the consent of or calculation by the relevant Third Party Supplier then the invoice issued shall remain due and payable in terms of Clause 3 above and any sum refunded by the Third Party Supplier shall only be credited to the Customer's account on receipt of same by Key Travel from the Third Party Supplier.
c) All relevant documents required for a refund must be sent to Key Travel by registered mail. It is the responsibility of the Customer to ensure that the documents are received by Key Travel.
d) Without prejudice to the generality of Clauses 4(a) and 4(b) above, the Customer acknowledges and agrees that:
i) Any credits or refunds in respect of rail travel services can only be issued provided the relevant documentation is returned within one month of date of the issue of the said documentation (or on any other terms of the relevant Third Party Supplier relating to the ticket issued); and
ii) Not all tickets may be refunded or altered and that any refunds made may be liable to additional fees, which Key Travel and/or the Third Party Supplier may from time to time levy.
e) If the Customer is unsure as to the cancellation and/or refund provisions of any particular ticket or the charges levied then clarification should be sought at the time of booking.
8. Late Payments
In the event that any sums due by the Customer to Key Travel are not paid when due then, without prejudice to any other remedies of Key Travel, Key Travel may at any time:
a) Suspend all or part of the provision of the Arrangement Services to the Customer; and/or
b) Charge interest on all overdue sums at a rate of 1.5% per month until paid; and/or
c) Cancel (without any liability to the Customer or to any Passenger) any bookings for Travel Services made on behalf of the Customer in respect of which payment is outstanding, with any cancellation fees incurred as a result thereof being for the account of the Customer.
9. Liability
a) Subject to Clause 9(b), in the event of a claim by the Customer or by any Passenger in respect of the supply of the Arrangement Services or any other liability whatsoever for which Key Travel is responsible in law, Key Travel's liability in any event shall not exceed the total amount paid or payable by the Customer to Key Travel by way of fees for the supply of the Arrangement Services concerned and the associated Travel Services.
b) Key Travel shall incur no liability whatsoever to the Customer or any Passenger in respect of any indirect, special, consequential, punitive or other damages (howsoever incurred).
c) Key Travel shall not be liable to the Customer or any Passenger for any default or failure in any supply by any Third Party Supplier or for any loss, claim, cost, damage or injury incurred by the Customer or any Passenger (directly or indirectly) as a result of the acts or omissions of the Third Party Supplier.
10. Insurance
The Customer acknowledges and agrees that it is reasonable and prudent for the Customer (and/or any Passenger) to put in place a policy of insurance in respect of any loss, claim, cost, damage or injury incurred in connection with the Travel Services or any travel resulting there from. Key Travel shall make commercially reasonable efforts to assist the Customer and/or the Passenger in obtaining such a policy of insurance from an insurer on the express request of the Customer and on payment of the appropriate premium. The Customer agrees to make each and every Passenger aware of the provisions of this Clause 10.
11. Waiver
No delay or failure to take action under these Standard Terms and Conditions shall constitute any waiver by Key Travel of any provision of these Standard Terms and Conditions.
12. Variation
Key Travel reserves the right to review and adjust all elements of fees without prior notice to take account of (but not limited to) inflation, increased charges, costs, or changes to terms and conditions by Third Party Suppliers or other parties that may impact on us.
13. Data Protection
a) In providing Arrangement Services to the Customer, Key Travel may collect and process personal data (including names, contact details, passport numbers, credit card details, travel preferences and dietary requirements) relating to the Customer and/or the person for whom the Customer is making travel arrangements in order to make bookings for Travel Services with Third Party Suppliers.
b) The Customer acknowledges that in order to make a booking with Third Party Suppliers, Key Travel may transfer to, and store personal data both inside and outside the USA and the European Economic Area, and the Customer consents to Key Travel transferring and storing personal data in this way.
c) A copy of the personal data which Key Travel holds about the Customer and any Passengers for whom the Customer is making travel arrangements can be requested by the Customer or the Passenger (as applicable) at any time.
d) The Customer acknowledges that Key Travel may transfer the Customer’s data (including personal data) to Third Party Suppliers and that any use of such data by the Third Party Suppliers will be in accordance with their terms and conditions and outside of Key Travel’s control.
14. Confidentiality
a) Each party undertakes to the other to keep confidential all information (written, oral, or in electronic form) concerning the business, business systems, methodologies, and affairs of the other that it shall have obtained or received as a result of the provision of Arrangement Services or Travel Services (“Confidential Information”).
b) Notwithstanding the above, the parties may disclose Confidential Information to: i) their parent company or subsidiary and their officers, directors, employees and professional advisers (including auditors), ii) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or iii) with the prior written consent of the other party.
c) For the avoidance of doubt, Confidential Information excludes information that: i) is or becomes public knowledge other than as a direct or indirect result of any breach of this clause 15 or ii) is known by a party before the date the information is disclosed by the other party or is lawfully obtained by a party after that date.
15. Jurisdiction and Governing Law
These terms and conditions, any supply of the Arrangement Services to the Customer and/or the Passenger and any contracts between Key Travel and the Customer shall be governed by the laws of Maryland and shall be subject to the jurisdiction of the state courts and federal district courts within the State of Maryland, without prejudice to the right of Key Travel to seek recovery of any sums due from the Customer before any court of competent jurisdiction.
16. Online Booking Services
If Key Travel provides you with access to Online Booking Services, the following supplemental terms will apply to your use of the Online Booking Services and any travel arrangements made using such services, in addition to the other provisions set out in these terms and conditions:
a) Use of the Online Booking Services
The Online Booking Services are operated by or on behalf of Key Travel. The Customer is responsible for procuring and maintaining its network connections and telecommunications links from its systems to the data centers hosting the Online Booking Services system.
While Key Travel will work to ensure the continued availability of the Online Booking Services Key Travel shall not be liable if for any reason the Online Booking Services are unavailable at any time or for any period.
Access to the Online Booking Services may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond Key Travel's control.
The Customer shall and shall procure that its employees, subcontractors, consultants and agents take reasonable measures to prevent the Online Booking Services being used to: (a) transmit any files, data or other material that actually or potentially infringes the intellectual property rights of any person; (b) create a false identity or to otherwise attempt to mislead any person as to the identity, source or origin of any communication; (c) interfere, disrupt or attempt to gain unauthorized access to any computer system, server, network or account for which it does not have authorization to access or at a level exceeding its authorization; or (d) disseminate or transmit any virus, Trojan horse or other malicious, harmful or disabling data, work, code or program.
The Customer shall not:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form or distribute all or any portion of the software used in the Online Booking Tool;
(ii) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Online Booking Services available to any third party except the Authorized Users; or
(iii) Use the Online Booking Services to provide services to third parties.
b) Bookings made using the Online Booking Services
The Customer is responsible for ensuring that all information which it submits using the Online Booking Services is accurate and complete in all respects.
It is the Customer’s responsibility to confirm all information regarding its bookings is correct before submitting a booking.
All bookings submitted and confirmed through the Online Book Service system are chargeable to the Key Travel does not warrant that the Customer's use of the Online Booking Services will be uninterrupted or error-free; or that the Travel Services and/or the information obtained by the Customer through the Online Booking Services will meet the Customer's requirements.
c) Authorized Bookers
Only the Customer and its Authorized Bookers are permitted to use the Online Booking System. The Customer must:
- Ensure sure that all log ins and passwords required to access the Online Booking Services are secured and cannot be used by anyone else;
- Ensure that the details of any Authorized Bookers are communicated to Key Travel; and
- Notify Key Travel by telephone immediately and confirm such notification in writing within 24 hours in the event that any Authorized Bookers leaving the organization or in the event that their authorization status is removed.
The Customer will be obligated to pay any booking fees or cancellation charges incurred as a result of a booking being made using the Online Booking Services by someone who is not an Authorized Booker in the event that the Customer has failed to notify Key Travel in writing of the change of status or in the event that the Customer has failed to keep its log ins and passwords secure.
The Customer is responsible for ensuring that its Authorized Users use the Online Booking Services in accordance with these terms and conditions of this agreement and shall be responsible for any Authorized User’s breach of such terms.
d) Third Party Suppliers
Where the Online Booking Services provide links to websites, products or services of Third Party Suppliers:
- The Customer shall be responsible for complying with the Third Party Supplier’s terms and conditions including fare restrictions and applicable change and cancellation policies;
- Key Travel is not responsible for the content of the Third Party Supplier’s website or the accuracy of any information contained on such website including but not limited to fares and availability;
- The Customer’s use of a Third Party Supplier’s website is subject to any applicable terms and conditions of use and privacy policies on such site
Key Travel makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such Third Party Supplier’s website, or any transactions completed, and any contract entered into by the Customer, with any such Third Party Supplier. Any booking for Travel Services or other contract entered into or completed via the Online Booking Services with a Third Party Supplier is between the Customer and the relevant Third Party Supplier, and not Key Travel.
e) Security
Reasonable steps have been taken to put in place security measures to protect any data which is provided by the Customer in relation to the Online Booking Services. The server hosting the Online Booking Services system uses SSL (secure sockets layer) data encryption to help keep your data secure. Where possible, personal information entered is encoded before it is sent to us, protecting it as it is transferred over the Internet. However, the Customer accepts that the transmission of information via the internet is not completely secure and while Key Travel will make commercially reasonable efforts to ensure that any information entered into the Online Booking Services is secure, it does not guarantee the security of the data transmitted to or from these Services.
Key Travel is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Online Booking Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
f) Booking Terms and Conditions
By making a booking using the Online Booking Services, you are entering into a legally binding contract with the relevant Third Party Supplier. That contract is governed by, and you will be subject to, the terms and conditions of that Third Party Supplier (copies of which are available to you on request). For the avoidance of doubt, Key Travel is not a party to that contract and shall not be responsible for any default or failure in any supply or any defects in performance by any Third Party Supplier, or for any loss, claim, cost, damage or injury incurred by you (directly or indirectly) as a result thereof.
A fee shall apply to every booking made through the Online Booking System which will be agreed in advance with the customer.
The Customer must ensure that the names of travelers are input as they appear on the individual’s passport. It is the responsibility of the Customer to ensure the accuracy of the data. Key Travel will not be liable for any change or amendment fees resulting from incorrect data input.
Key Travel reserves the right to place restrictions on the destinations or ticket types that a Customer can book using the Online Booking System.
Requests for special assistance, preferred meals, seating preferences and frequent flyer credit will be registered with the airline. Please note that this is on a request basis only. The airline may not offer the service on the selected flights or, for operational reasons, may not be able to fulfill the request.
g) Ticketing
The Key Travel ticketing department operates during normal office hours of 9 AM to 4.30 PM Eastern Time. Any bookings made outside of these office hours may be ticketed the following working day.
h) Access to the Online Booking Services
Key Travel reserves the right to vary the content of these terms at any time; such variation shall take effect immediately and will be available to view online.
The Customer acknowledges that access to the Online Booking Services is provided at Key Travel’s discretion. Key Travel may withdraw access to the Online Booking Services at any time.
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