Terms and Conditions

This Agreement is made between

(1) Newmarket Holidays (the “Supplier” or, in respect of a Licensable
Transaction, the “Principal ATOL holder”), whose registered office is at:

Cantium House,
Railway Approach,
Wallington,
Surrey SM6 0BP,
company number 2238316/1708566,
(ABTA No.[V787X / V7812.]);

and:

(2) The Agent (the “Agent”) as defined by the details provided in this online registration process.

WHEREAS:

A) The Supplier/Principal ATOL holder is the holder of ATOL No. 2325 and a member of ABTA with ABTA No V7812

B) The Supplier/Principal ATOL holder and Agent shall remain responsible for compliance with Regulations 12 and 22 of the ATOL Regulations including, but not limited to, the Civil Aviation Authority Standard Agency Terms in accordance with Schedule 1 at all times.

1. DEFINITIONS

1.1 The definitions used in this Agreement have the same meaning as those used in the ATOL Regulations 2012 as amended by the ATOL (Amendment Regulations 2018), and additionally:

ABTA ABTA Ltd, The Travel Association;

ABTA Single Payment Scheme (SPS) a payment processing system that allows ABTA tour operators and travel agents to make direct debiting arrangements via the online SPS system;

The Agent Either Members 2,3, or 4 as listed above.

ATOL the Air Travel Organisers' Licence issued by the Civil Aviation Authority;

ATOL Certificate a document that complies with the requirements specified in regulation 19 of the ATOL Regulations;

ATOL Regulations The Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 as amended by the ATOL (Amendment Regulations 2018) and any further amendment of the ATOL Regulations in force at any time;

CAA the Civil Aviation Authority;

Dedicated Publicity Material means that publicity material on which the Agent holds itself out as being able to make available the Travel Arrangements as Agent for the Supplier/ Principal ATOL holder;

Effective Date 1st Jan 2019

Lead Name the person over the age of 18 years named as the first person on the booking form, who alone instructs the agent to change names, amend the booking details, or cancel the booking and who is liable for full payment of the Travel Arrangements booked and all other changes, including amendment and cancellation charges;

Licensable Transaction an offer made by a consumer (or their agent) to purchase flight accommodation for one or more persons on a flight which is accepted by an air travel organiser and constitutes an activity in respect of which that air travel organiser is required to hold an ATOL;

Package a package holiday as defined in the Package Travel and Linked Travel Arrangement Regulations 2018;

Relevant Documents means those documents issued by the Agent that form part of or evidence the formation of a contract between the client and the Supplier/ Principal ATOL holder;

Travel Arrangements air or other transport tickets, accommodation, car hire, package holidays and any other travel services supplied by the Supplier/Principal ATOL holder.

1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement.

1.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this Agreement includes the Schedules.

1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural, shall include the singular.

1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 References to clauses and Schedules are to the clauses and Schedules of this Agreement.

1.9 Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. APPOINTMENT

2.1 The Supplier/ Principal ATOL holder acts as contract principal for the supply of Travel Arrangements under this Agreement.

2.2 By this Agreement the Supplier/ Principal ATOL holder appoints the Agent as its non-exclusive agent for the retail sale of the Supplier/Principal ATOL holder's Travel Arrangements within the United Kingdom.

2.3 The Agent accepts its appointment and agrees to sell the Supplier/ Principal ATOL holder's Travel Arrangements (which shall include not failing to process any purchase request made by a client through any of its sales channels) and perform the other obligations set out in this Agreement.

3. TERM

This Agreement shall come into force on the Effective Date of this Agreement and shall continue indefinitely, unless terminated earlier in accordance with the provisions of Clause 9 below.

4. ATOL SCHEDULE OF AGENCY TERMS

4.1 In accordance with Regulation 22 of the ATOL Regulations the terms set out in Schedule 1 are included in this Agreement.

4.2 In the event of any conflict between the clauses in the main body of this Agreement and the Schedule, the clauses in the Schedule shall take precedence to the extent of any conflict only.

5. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes any prior agreement or arrangement between the parties, except in respect of bookings already confirmed by the Supplier/ Principal ATOL holder before the date of this Agreement, in which case any prior agreement or arrangement shall apply to those bookings.

6. FINANCIAL PROTECTION

6.1 The Supplier/Principal ATOL holder confirms that the arrangements for the protection of consumers’ monies with respect to the Supplier/Principal ATOL holder’s products sold under this Agreement will be provided as defined and set out in Schedule 2 of this Agreement.

7. DUTIES OF THE AGENT

The Agent agrees to:

7.1 Disclosure of Supplier/Principal ATOL holder

State clearly that it acts as Agent for the Supplier/Principal ATOL holder and state the Supplier/ Principal ATOL holder’s name and ATOL number (if appropriate), on all Dedicated Publicity Material and Relevant Documents.

7.2 ATOL Certificates

(a) Undertake not to accept payment for the making available of flight accommodation without supplying to the client an ATOL Certificate on behalf of the Principal ATOL holder; and

(b) Supply the ATOL Certificate within the required timescale and on the following basis:

(i) In the case of a person who is present, providing it to that person at the time payment is made;
(ii) In the case of a person who is not present, immediately sending it to that person by email or some equivalent electronic means;
(iii) In the case of a person who makes a booking by telephone, immediately sending it by email or equivalent electronic means, or immediately posting it to that person.

(c) The provision and/or issuance of the ATOL Certificate in accordance with and as more particularly defined in Schedule 2 of this Agreement.

(d) Forward to the client immediately any amended ATOL Certificate as directed by the Principal ATOL holder.

7.3 Booking conditions

(a) Ensure that the Lead Name is referred to the booking conditions set out in the Supplier/Principal ATOL holder's brochure, website or as appropriate before any booking is taken by the Agent;

(b) Not amend the Supplier/ Principal ATOL holder’s booking conditions.

7.4 Receipts and Confirmations

Provide the Lead Name with:

(a) a receipt following the purchase of any Travel Arrangements, stating the amount taken on behalf of the Supplier/Principal ATOL holder, that the Agent acts as Agent for the Supplier/Principal ATOL holder and naming the Supplier/Principal ATOL holder; and

(b) the confirmation document issued by the Supplier/Principal ATOL holder.

(c) comply with Agency Term 2.1, 2.3 and 6 in Schedule 1, the requirements of which are summarised as follows:

(i) Any receipt or invoice supplied must contain the ATOL holder’s name on their ATOL (or trading name notified to the CAA), ATOL Number and a statement in the following form:

“Your Financial Protection
When you buy an ATOL protected flight or flight inclusive holiday from us you will receive an ATOL Certificate. This lists the flight, accommodation, car hire and/or other services that are financially protected, where you can get information on what this means for you and who to contact if things go wrong.”

However until 1 October 2012, unless the ATOL holder has permission from the CAA to issue ATOL Certificates, the receipt or invoice must only show the ATOL holder’s name on their ATOL (or trading name notified to the CAA) and ATOL Number and not the statement.

(ii) Any receipt supplied must identify which part of the money paid by the client is protected by the ATOL holder’s ATOL and which, if any, is not.

(iii) The Agent must, where it has sold a Package, notify the ATOL holder so that the ATOL holder can produce a Confirmation in accordance with AST1.11. This must be passed to the client immediately it is received by the Agent. It must be received by the client within 3 days of the Agent accepting payment from the client.

(iv) If any of the information on the Confirmation changes the ATOL holder must produce a revised Confirmation. The Agent must pass it to the consumer immediately it is received from the Supplier/ Principal ATOL holder.

7.5 Amendments notified by Supplier/Principal ATOL holder

(a) Notify the Lead Name immediately in writing (and always by telephone) of all corrections and amendments advised by the Supplier/Principal ATOL holder (whether advised by the Supplier/Principal ATOL holder in writing or orally) in respect of that client's booking;

(b) Ensure that any instructions regarding written amendments to the Supplier/Principal ATOL holder's brochures, promotional material or other documentation held by the Agent are acted upon expeditiously.

7.6 Special requests

(a) Ensure that when a client makes a special request in respect of a booking, this request is promptly and accurately notified to the Supplier/Principal ATOL holder in writing; and

(b) Undertake not to make any verbal or written assurances to a client that any special request shall be complied with;

7.7 Telephone bookings/late bookings

Ensure that where clients make telephone bookings or late bookings the steps outlined in sub-clauses 7.3, and 7.4 are satisfied as soon as possible after confirmation by the Supplier/Principal ATOL holder.

In particular, the Agent shall ensure that a copy of the Supplier/Principal ATOL holder’s booking conditions is:

(a) delivered to the Lead Name in person; or

(b) sent to the Lead Name's address no later then the next working day;

7.8 Notification of cancellation and amendment requests by clients

Ensure that all requests by a client to amend or cancel a booking are passed on to the Supplier/Principal ATOL holder in writing on the day on which they are received;

7.9 Cancellation and amendment procedure
Inform the Lead Name of any obligations to pay cancellation/amendment charges where a client requests the cancellation or amendment of a booking.

7.10 Collection and remittance of monies due

(a) Collect from clients all deposits, balances, cancellation charges, amendment fees and all other monies payable by clients in accordance with the Supplier/Principal ATOL holder's booking conditions and to remit those monies as shown on the Supplier/Principal ATOL holder's confirmation invoice, cancellation invoice or amendment invoice as applicable to the Supplier/Principal ATOL holder by their due date. If the Agent is unable to collect the balance payment from a Client, the Agent shall follow the process for the collection of balances as defined in Schedule 2 of this Agreement.

(b) The Agent shall not release to the client any tickets, vouchers or coupons until correct payment has been received from the client.

(c) The Agent agrees to remit monies due to the Supplier/Principal ATOL holder by way of the agreed process/system.

7.11 Agent's liability

Remain personally liable to the Supplier/Principal ATOL holder for monies which it has failed to collect in accordance with the terms of this Agreement and the Supplier/Principal ATOL holder's booking conditions, where a booking has been confirmed by the Supplier/Principal ATOL holder without:

(a) collecting a deposit and/or balance from the client; or

(b) collecting the total cost of the Travel Arrangements in the case of a late booking; or

(c) collecting any other sums due under the client's contract with the Supplier/Principal ATOL holder such as amendment fees;

7.12 Agent's Indemnity

(a) Keep the Supplier/Principal ATOL holder indemnified against all claims and liabilities brought against or incurred by the Supplier/Principal ATOL holder attributable to acts or omissions of the Agent or its employees or sub-agents, howsoever occurring.

(b) Keep the Agent indemnified against all claims and liabilities in connection with this Agreement which are attributable to the acts and/or omissions of the Agent or its employees or sub-agents, howsoever arising.

7.13 Complaints

(a) Use reasonable endeavours to resolve client complaints of a minor nature.
(b) Advise the Supplier/Principal ATOL holder immediately of any complaint by a client in relation to the Travel Arrangements (including any complaint to a Trading Standards Department or a regulatory or trade body) that it has been unable to resolve;

7.14 Duty to forward correspondence

Forward immediately to the Supplier/Principal ATOL holder any communication or correspondence received from a client and to forward immediately to the client any communication or correspondence received from the Supplier/ Principal ATOL holder; and

7.15 Duty not to misuse Supplier/Principal ATOL holder's name/trademark

Not make use of the Supplier/Principal ATOL holder's name, trademarks or ATOL number in any unlawful or unauthorised way, or allow any third party to do so.

7.16 Authority

Not to book the Supplier/Principal ATOL holder’s Travel Arrangements on behalf of any third party not authorised by the Supplier/Principal ATOL holder to purchase such Travel Arrangements.

7.17 Compliance with laws and regulations

(a) Comply with all relevant laws and regulations, including the Package Travel and Linked Travel Arrangement Regulation 2018, the Civil Aviation (Air Travel Organisers’ Licensing) Regulations 2012 as amended by the Civil Aviation (Air Travel Organisers’ Licensing) (Amendment) Regulations 2018, the Consumer Protection from Unfair Trading Regulations 2007, the EU General Data Protection Regulation 2016/679 (in accordance with the Addendum incorporated into this Agreement) and the ABTA Code of Conduct (including any amendments), insofar as they affect the Agent’s activities.

(b) The Agent also agrees to keep the Supplier/Principal ATOL holder and/or TGTG indemnified against any and all loss, damage, costs or claims suffered by the Supplier/Principal ATOL holder and/or TGTG as a result of any non-compliance by the Agent.

8. THE SUPPLIER/ PRINCIPAL ATOL HOLDER'S UNDERTAKINGS

The Supplier/Principal ATOL holder hereby undertakes to:

8.1 Indemnity

(a) Hold the Agent indemnified against any liability arising from the Supplier/Principal ATOL holder’s failure to perform or properly perform its contract with a client.

(b) Keep TGTG indemnified against all claims and liabilities in connection with this Agreement which are attributable to the acts and/or omissions of the Supplier/Principal ATOL holder or its employees or sub-agents, howsoever arising.

8.2 Confirmation of bookings

Confirm each booking request by:

(a) issuing a confirmation invoice to the Agent within 7 days from the date of booking; or

(b) confirming the booking immediately by phone or online, if such facility is available, in the first instance, following which compliance with the provisions of clause 8.2(a) must be adhered to;

(c) in addition, the provisions of Agency Term 2.1 in Schedule 1 must be adhered to, the requirements of which are summarised as follows:

The Supplier/ Principal ATOL holder shall, if the booking is a package, issue a Confirmation which must contain:

• Lead name
• Flight times
• Flight numbers
• Departure and arrival airports
• Name of air carrier (i.e. airline)
• Name and location of accommodation
• Other ground arrangements e.g. car hire, transfer, tours, entrance tickets
• Total price of package
• The unique reference number of the relevant ATOL Certificate*

* Note: Prior to 1 October 2012, the requirement to include the Unique Reference Number of the relevant ATOL Certificate only applies if an ATOL Certificate in the form and content referenced by paragraph 1 of Section 1.3 of the ORS3, has been issued to the consumer.

8.4 Commission

Pay commission on each booking made by the Agent with the Supplier/Principal ATOL holder at the agreed commission rate and on the terms agreed between the Agent and Principal ATOL holder/Supplier, as more particularly defined in Schedule 2 of this Agreement.

8.5 Tickets/vouchers

(a) Issue and dispatch tickets and/or vouchers to the Agent at least 14 days before the due departure date for the Travel Arrangements.

(b) In the case of late bookings, the Supplier/Principal ATOL holder may make alternative arrangements for tickets and/or vouchers to be received by clients in time for their departure.

9. TERMINATION

9.1 Either party may terminate this Agreement at any time on giving at least 28 days' written notice to the other party.

9.2 Either party may terminate this Agreement immediately on giving written notice to the other party if:

(a) the other party commits any material breach of this Agreement; or

(b) the other party commits a breach of this Agreement and fails to remedy to the satisfaction of the non-breaching party, within 7 days of receiving a written request to do so, that breach; or

(c) in one party's reasonable opinion, there is any repeated or persistent failure by the other party to provide service of a sufficiently high standard to clients booking Travel Arrangements.

(d) either party terminates existing commercial terms with TGTG (without the express consent for continuation by the other party).

9.3 This Agreement shall terminate immediately without notice if:

(a) the other party suspends or ceases trading or indicates that it intends to cease trading or becomes unable to pay its debts as they fall due; or

(b) the other party has a receiver or liquidator appointed, or passes an effective resolution for winding up (except for the purpose of amalgamation, reconstruction or reorganisation) or a Court makes an order to that effect or a similar event occurs; or

(c) distress or execution is levied against the property of the other party.

(d) either party ceases to be a member of ABTA (without the express consent for continuation by the other party).
9.4 If this Agreement is terminated for any reason save those set out at clause 9.3(a), (b) and (c), the termination shall not apply (at the Supplier/Principal ATOL holder's discretion) in relation to bookings confirmed by the Supplier/Principal ATOL holder to the Agent before the effective date of termination and the rights and obligations of the parties under this Agreement in respect of such bookings shall survive the termination and be enforceable notwithstanding it.

10. VARIATION

The terms of this Agreement may only be varied in writing, signed by duly authorised representatives of both parties.

11. ASSIGNMENT

Neither party may assign the benefit of this Agreement without the prior written consent of the other.

12. NOTICES

Any notice required to be given under this Agreement shall be sent by fax, first class post or email to:

(a) [AGENCY_NAME] [AGENCY_ADDRESS], in the case of the Agent; or
(b) Newmarket Holidays, Cantium House, Railway Approach, Wallington, Surrey, SM6 OBP or [email protected] 0330 160 4799 in the case of the Supplier/ Principal ATOL holder; or
(c) Such other address, fax number or email address as either party may from time to time notify to the other in writing.

13. GOVERNING LAW

This Agreement is governed by the laws of England and Wales and both parties agree to submit to the exclusive jurisdiction of the English courts at all times.

14. RIGHTS OF THIRD PARTIES

Save as set out in clause 7.12 (b), 7.17(b), 8.1(b) and Agency Term 9 of Schedule 1, nothing in this contract confers or purports to confer on any third party any benefit or any right to enforce any term of this contract, pursuant to the Contract (Rights of Third Parties) Act 1999.

 

SCHEDULE 1
ATOL Regulation 22 : Schedule of Agency Terms

Schedule of Agency Terms to be included in a written agency agreement between
an ATOL holder and its agent

In accordance with ATOL Regulation 22 the schedule of terms to be included in a written agency agreement which the ATOL holder must include in any agency agreement with its agents is:

Definitions
The definitions used in this agreement have the same meaning as those used in the ATOL Regulations 2012 (as amended).

Additionally ‘Licensable Transaction’ means an offer made by a consumer (or their agent) to purchase flight accommodation for one or more persons on a flight which is accepted by an air travel organiser and constitutes an activity in respect of which that air travel organiser is required to hold an ATOL.

Duration of Agreement
Agency Terms 3, 5, 8, 9 and 13 remain binding on the agent even if the principal ATOL holder has failed.

Extent of obligations
The obligations of all parties to this agreement extend only to the parties’ conduct in
respect of licensable transactions.

Priority of Agency terms published by CAA
Pursuant to AST 2.2 and Agency Term 1 no agency term negotiated between the principal ATOL holder and the agent may contradict or purport to contradict the CAA’s mandated terms and any that do so will be void.

Agency Term 1
By making available flight accommodation to consumers in the capacity of an agent, in accordance with ATOL Regulations 9, 10 and 12 the agent is deemed to have agreed to the terms of the written agency agreement between the principal ATOL holder and its agent.

The terms of the agency agreement include terms mandated by the CAA to be agreed between principal ATOL holders and agents for principal ATOL holders making available flight accommodation as agents of that principal ATOL holder.

Principal ATOL holders and agents cannot agree, whether in writing, by conduct or
otherwise, any terms which contradict, or purport to contradict the terms mandated by the CAA. The agent must keep a copy of this agency agreement for the period it is in force and for 12 months after it expires or is terminated.

Agency Term 2.1
Agents must comply with ATOL Standard Term 1 as if they applied directly to the agent (as applicable) and any requirements to set out the principal ATOL holder’s name and number should be read as requirements to set out the agent’s principal’s name and ATOL number (see further below).

For the avoidance of doubt, agents are not permitted to use the ATOL logo without the permission of the CAA.

AST1.1
The ATOL holder must (and the ATOL Holder must ensure that its agents and AB members) ensure that:

a) the name shown on its ATOL (or a trading name notified to the CAA), its ATOL Number and the ATOL Logo; or

b) for Accredited Body Members, the statement “(Accredited Body Member trading name as notified to the CAA) is an Accredited Body Member of (Name of Accredited Body)”, and the Accredited Body’s ATOL number and the ATOL logo; and

c) the Statement “All the flights and flight-inclusive holidays [in this brochure] [on this website – as appropriate] are financially protected by the ATOL scheme. When you pay you will be supplied with an ATOL Certificate. Please ask for it and check to ensure that everything you booked (flights, hotels and other services) is listed on it. Please see our booking conditions for further information or for more information about financial protection and the ATOL Certificate go to: www.caa.co.uk”
is stated clearly on all publicity material (including websites and brochures).

Where some but not all of the services are ATOL protected

AST1.2
The ATOL holder must (and the ATOL Holder must ensure that its agents and AB members) ensure that:

a) the name shown on its ATOL (or a trading name notified to the CAA), its ATOL Number and the ATOL Logo; or

b) for Accredited Body Members, the statement “(Accredited Body Member trading name as notified to the CAA) is an Accredited Body Member of (Name of Accredited Body)”, and the Accredited Body’s ATOL number and the ATOL logo; and

c) the statement:

“Some of the flights and flight-inclusive holidays [in this brochure] [on this website – as appropriate] are financially protected by the ATOL scheme. But ATOL protection does not apply to all holiday and travel services listed [in this brochure/on this website]. This brochure shows you the protection that applies in the case of each holiday and travel service provided/This website will provide you with information on the protection that applies in the case of each holiday and travel service offered before you make your booking (delete as appropriate). If you do not receive an ATOL Certificate then the booking will not be ATOL protected. If you do receive an ATOL Certificate but all the parts of your trip are not listed on it, those parts will not be ATOL protected. Please see our booking conditions for information or for more information about financial protection and the ATOL Certificate go to: www.caa.co.uk.”.

AST1.3
ATOL holders that advertise ATOL protected products in broadcast media (television/radio/cinema etc.) must, unless the CAA agrees an alternative that achieves equivalent consumer clarity, ensure that the advert contains audible words “ATOL protected” and that the ATOL protected logo and ATOL number are shown during the broadcast.

Information to be provided to customers before a contract is concluded

AST1.4
The ATOL holder must (and the ATOL Holder must ensure that its agents and AB members) ensure that the consumer is appropriately advised of:

a) the ATOL holder’s name, or its trading name notified to the CAA; and

b) the fact that the booking is authorised under the ATOL holder’s ATOL number and is protected under the ATOL scheme, as set out in the ATOL Certificate to be supplied
immediately before it enters into a contract for a licensable transaction but after the consumer has chosen a flight and all other elements to be purchased. In this the consumer has chosen a flight when the date, origin and destination of each flight have been determined.

AST 1.4 will be revoked on 1 April 2019.

AST1.4A
Wherever a consumer is invited to choose from a service that is ATOL protected or is available to be combined into an ATOL protected service the ATOL holder must (and the ATOL holder must ensure that its agents and AB members) ensure that the consumer is made aware, by means of information displayed clearly and transparently and in close proximity to the display of the price of the service, that the service is ATOL protected.

Where that licensable transaction constitutes a Single-contract Package this information must be provided as soon as the consumer is invited to choose that package. Where that licensable transaction constitutes a Multi-contract Package this information must be provided as soon as the selections made by the consumer mean that the consumer is being invited to choose that package. Where that licensable transaction is a Flight-Only, this information must be provided as soon as the consumer has selected a date, origin and destination of a flight or flights.

AST 1.4A comes into force on 1 April 2019.

AST1.4B
Wherever a consumer is invited to choose from a service that is ATOL protected or is available to be combined into an ATOL protected service the ATOL holder must (and the ATOL holder must ensure that its agents and AB members) ensure that the consumer is made aware, by means of information displayed clearly, transparently and prominently, of the following information, where this information is known to the ATOL holder at the time:

a) flight dates and departures and arrival times
b) departure and arrival airports (including any connecting airport if the flight is
indirect);
c) whether the flight is direct or indirect;
d) the name of the airline;
e) Whether hold luggage and transfer services form part of the ATOL protected package; and
f) Details, including price, of extra hold luggage allowance or transfer services
that can also be purchased.

Where that licensable transaction constitutes a Single-contract Package this information must be provided as soon as the consumer is invited to choose that package. Where that licensable transaction constitutes a Multi-contract Package this information must be provided as soon as the selections made by the consumer mean that the consumer is being invited to choose that package. Where that licensable transaction is a Flight-Only, this information must be provided as soon as the consumer has selected a date, origin and destination of a flight or flights.

AST 1.4B comes into force on 1 April 2019.

AST1.4C
As soon as reasonably practicable and in any event before a consumer concludes their offer to buy an ATOL protected service or services the ATOL holder must (and the ATOL holder must ensure that its agents and AB members) ensure that the consumer is made aware, by means of information displayed clearly transparently and prominently, that the service is ATOL protected and the name of the ATOL holder (or its trading name notified to the CAA) and its ATOL number.

Where that licensable transaction constitutes a Single-contract Package this information must be provided as soon as the consumer is invited to choose that package. Where that licensable transaction constitutes a Multi-contract Package this information must be provided as soon as the selections made by the consumer mean that the consumer is being invited to choose that package. Where that licensable transaction is a Flight-Only, this information must be provided as soon as the consumer has selected a date, origin and destination of a flight or flights.

AST 1.4C comes into force on 1 April 2019.

AST1.4D
When an ATOL holder advertises travel services through a website operated by a third party the ATOL holder must ensure that the information required by AST 1.4, 1.4A AST 1.4B and 1.4C is provided to the consumer as soon as the consumer was invited to choose those travel services and in any event before the contract with the consumer is concluded.

AST 1.4D comes into force on 1 April 2019.

ATOL holder’s terms and conditions of booking, information relating to payment requests (Invoices) and information relating to payment acknowledgment (Receipts)

AST1.5
The ATOL holder must ensure that:

a) the terms and conditions upon which the ATOL holder (or its agent or AB member on its behalf) enters into a licensable transaction;

b) the terms and conditions which the ATOL holder (or its agent or AB member on its behalf) holds out as terms upon which it will enter into a licensable transaction; and

c) any receipts or invoices supplied by the ATOL holder, its agent or its AB member for a licensable transaction;

each contain the ATOL holder’s name on their ATOL (or trading name notified to the CAA), ATOL Number and a statement in the following form:

“Your Financial Protection. When you buy an ATOL protected flight or flight inclusive
package from us you will receive an ATOL Certificate. This lists what is financially protected, where you can get information on what this means for you and who to contact if things go wrong.”

Where an ATOL holder produces a receipt for money paid by a consumer the ATOL holder must identify which part of that money is protected by ATOL and which, if any, is not.

ATOL Certificates – changes to information

AST1.6
Where the information entered on an ATOL Certificate changes more than 72 hours
before the consumer is due to depart from the UK, the ATOL holder must (and the ATOL holder must ensure its agents and AB members) supply a new ATOL Certificate containing the up to date information to the consumer as soon as possible and update this information on its business systems.

Where the information entered on an ATOL Certificate changes less than 72 hours before the consumer is due to depart from the UK, the ATOL holder must (and the ATOL holder must ensure that its agents and AB members) update and record those changes on their business systems.

Agreement with Consumer about form of ATOL protection

AST1.7A
Where the ATOL holder has a contractual or statutory obligation (including as the organiser of a package) to provide a flight (and where applicable other travel services) to a consumer whether concluded direct or through an agent or AB member, the ATOL holder must ensure the terms of its agreement with its consumer require the consumer to accept and agree that, if the ATOL holder fails, services to be provided by the ATOL holder pursuant to a licensable transaction may, with the CAA’s prior agreement, be provided by another ATOL holder or the consumer may be required to claim a refund under the ATOL scheme by including in its terms of business with consumers the term that:

“We, or the suppliers identified on your ATOL Certificate, will provide you with the services listed on the ATOL Certificate (or a suitable alternative). In some cases, where neither we nor the supplier are able to do so for reasons of insolvency, an alternative ATOL holder may provide you with the services you have bought or a suitable alternative (at no extra cost to you). You agree to accept that in those circumstances the alternative ATOL holder will perform those obligations and you agree to pay any money outstanding to be paid by you under your contract to that alternative ATOL holder. However, you also agree that in some cases it will not be possible to appoint an alternative ATOL holder, in which case you will be entitled to make a claim under the ATOL scheme (or your credit card issuer where applicable).”

Prohibition on transferring obligations under agreements with consumers without agreement of the CAA

AST 1.7A2
Other than the clause required as set out in AST1.7A, the ATOL holder must not include a clause in its terms of its agreement with consumers that enables, or purports to enable, the ATOL holder to transfer its obligations to consumers in respect of a licensable transaction to another person (whether or not that person is an ATOL holder) without the prior agreement of the CAA.

Agreement with Consumers of assignment of consumer’s claim where consumer receives a benefit from the Air Travel Trust

AST1.7B
Where the ATOL holder has a contractual or statutory obligation (including as an organiser of a package) to provide a flight (and where applicable other travel services) to a consumer whether concluded direct or through an agent or AB member, the ATOL holder must ensure the terms of its agreement with its consumer require the consumer to accept and agree that, if the ATOL holder fails and the consumer receives a payment or benefit under the ATOL scheme, then receipt of such payment or benefit from the Trustees of the Air Travel Trust is in return for assignment absolutely of the consumer’s claim against the ATOL holder by including in its terms of business with consumers the term that:

“If we, or the suppliers identified on your ATOL certificate, are unable to provide the
services listed (or a suitable alternative, through an alternative ATOL holder or otherwise) for reasons of insolvency, the Trustees of the Air Travel Trust may make a payment to (or confer a benefit on) you under the ATOL scheme. You agree that in return for such a payment or benefit you assign absolutely to those Trustees any claims which you have or may have arising out of or relating to the non-provision of the services, including any claim against us, the travel agent (or your credit card issuer where applicable). You also agree that any such claims may be re-assigned to another body, if that other body has paid sums you have claimed under the ATOL scheme.”

Sales through Agents of ATOL holders or Members of an Accredited Body

AST1.8
ATOL holders that make available flights (including flight-inclusive packages) through agents or (where the ATOL holder is an Accredited Body) its AB members must ensure that their agents and AB members provide the information ATOL holders are required to provide by the terms within ATOL Standard Terms 1 to the consumer.

AST1.9
ATOL holders, their agents and their AB members must insert a Unique Reference number on each ATOL Certificate supplied by them which identifies the ATOL holder’s or Accredited Body’s Booking Reference(s) of the ATOL Protected elements listed on it.

AST1.10
ATOL holders may not, by their agency terms or any other means, seek to avoid their contractual liability to their consumers if their agent produces an ATOL Certificate incorrectly.

Packages – Confirmation

AST1.11
An ATOL holder that sells a package (whether direct or via an agent or AB member) must produce a ‘Confirmation’. The Confirmation must contain:

 Lead name;
 Flight times;
 Flight numbers;
 Departure and arrival airports;
 Name of air carrier (i.e. airline);
 Name and location of accommodation;
 Other ground arrangements e.g. car hire, transfer, tours, entrance tickets;
 Total price of package;
 The unique reference number of the relevant ATOL Certificate;

except to the extent that these have already been given to the consumer pursuant to the organiser’s obligations under the Package Travel and Linked Travel Arrangements Regulations 2018.

Where an ATOL holder sells a package via an agent or AB member, whether or not that agent or AB member organises its own package incorporating that package, or facilitates a Linked Travel Arrangement incorporating that package, the ATOL holder must supply the Confirmation to the agent or AB member, who must supply it to the consumer.

The Confirmation must be sent to the consumer in order that it is received within 3 days of payment by the consumer being accepted.

AST1.12
If any of the information on the ‘Confirmation’ changes the ATOL holder must produce a revised Confirmation which must be received by the consumer as soon as possible. The Confirmation must make it clear that it is a revised Confirmation.

Status of money held by Agents of ATOL holders and Members of Accredited Bodies

AST1.13
ATOL holders must ensure that it is a term of their agreement with their consumer that:

a) money accepted by their agent or AB member from the consumer is held by that agent or AB member on behalf and for the benefit of the Trustees of the Air Travel Trust at all times, but subject to the agent or AB member’s obligation to pay it to the ATOL holder for so long as the ATOL holder does not fail; and

b) if the ATOL holder fails, any money held at that time by the agent or AB member, or subsequently accepted from the consumer by their agent or AB member, is and continues to be held by that agent or AB member on behalf of and for the benefit of the Trustees of the Air Travel Trust without any obligation to pay that money to the principal ATOL holder.

Agency Term 2.2
The agent must at all times identify the selling, protecting principal ATOL holder on all publicity material (including websites and brochures) that identify a flight or flight inclusive package which the agent is holding out it can make available to consumers.

Agency Term 2.3
Where the agent produces a receipt for money paid by a consumer the agent must identify
which part of that money is protected by the principal ATOL holder’s ATOL and which, if any, is not.

Agency Term 3
The agent will, if requested by the CAA, report to the principal ATOL holder the unique reference number of each ATOL Certificate supplied by it, along with the corresponding ATOL holder’s reference number, where it acts as agent for the principal ATOL holder and where the transaction with the consumer was a Flight-Only or a package. If requested to do so by the CAA at any time, and including after the failure of the principal ATOL holder, the agent will provide this information to the CAA.

Agency Term 4
The agent will provide any information requested by the principal ATOL holder necessary to enable the principal ATOL holder to comply with the ATOL Standard Terms or any term of its ATOL.

Agency Term 5
Any payment received by the agent from consumers, for services owed by the principal ATOL holder to the consumer, is received and held by the agent on behalf of and for the benefit of the Trustees of the Air Travel Trust but subject to the agent’s right and obligation to make payment to the principal ATOL holder for so long as the principal ATOL holder does not fail. If the principal ATOL holder fails the agent confirms it will continue to hold consumer payments on behalf of the Trustees of the Air Travel Trust and without any right or obligation to pay the same to the principal ATOL holder.

Agency Term 6.1
Where an agent makes available flight accommodation as the agent of a principal ATOL holder, the agent must ensure an ATOL Certificate is supplied to the consumer immediately and in accordance with ATOL Regulation 17, regardless of whether the ATOL Certificate is produced by the principal ATOL holder or produced by the agent on behalf of the principal ATOL holder. However, if an agent organises a package which includes that flight accommodation, the agent must immediately supply a package ATOL Certificate to the consumer in the agent’s own name.

Agency Term 6.2
Where an agent makes available a package as agent of a principal ATOL holder, the
agent must obtain a Confirmation (see AST 1.11) from the ATOL holder and, once obtained, pass it immediately to the consumer by the method set out below.

Where an agent receives any revised Confirmation from the principal ATOL holder, it will immediately pass it to the consumer by the method set out below.

Note: The method for the supply of a Confirmation means:

a) in the case of a consumer who is present at the time the agent receives the Confirmation, immediately handing it to that consumer or sending it to that consumer by electronic communication;

b) in the case of a consumer who is not present at the time the agent receives the Confirmation, immediately sending to that consumer the Confirmation by electronic communication or by post.

Agency Term 7
When accepting payments in respect of transactions the agent would need an ATOL to transact if the agent were not the agent of the principal ATOL holder, agents may only accept payment from consumers as defined in the ATOL Regulations 2012 (as amended).

Agency Term 8
Immediately upon the failure of the principal ATOL holder, the agent will provide the CAA with information on:

a) money paid to it by consumers, in respect of services to be provided for future travel by the principal ATOL holder to consumers; and

b) the ATOL Certificate unique reference numbers issued by that agent which apply to that failed ATOL holder, in a form acceptable to the CAA.

Agency Term 9
The rights of the CAA and the Trustees of the Air Travel Trust to enforce any obligations under this agreement on either party are not excluded. For the avoidance of doubt, they may be enforced by the CAA and the Trustees of the Air Travel Trust.

Agency Term 10
The agent may appoint a sub-agent to perform its obligations as the Principal ATOL holder’s agent and to bind the Principal ATOL holder into obligations with consumers or buying ATOL holders. However, the agent may only do so if it enters the Principal ATOL holder into a written agency agreement that contains all the rights and obligations in the agreement that are required by the CAA and published in the CAA’s Official Record Series 3. Any sub-agent that does not have the benefit of a written agency agreement with the Principal ATOL holder is not authorised to act on the Principal ATOL holder’s behalf. As a consequence, the agent will be responsible to the consumer (or buying ATOL holder) for any acts or omissions of the sub-agent. Note: in these circumstances, as well as the agent being liable to the consumer as a Principal, both the ‘agent’ and ‘sub-agent’ would be acting in breach of the ATOL Regulations 2012.

Agency Term 11
If a new or revised Schedule of Agency Terms is published by the CAA in its Official
Record Series 3 those new or revised terms will immediately take effect and must be included in the terms of the agency agreement between the principal ATOL holder and the agent within 3 months of the publication date.

Agency Term 12
If the principal ATOL holder fails to comply with its obligations to a consumer and by
reason thereof the agent incurs a liability or obligation to the consumer, the agent shall be indemnified by the principal ATOL holder against all consequences following from such a failure.

Agency Term 13
If requested by the CAA the agent will provide any information regarding the principal ATOL holder referred to in AST 4 which it holds to the CAA on demand.
SCHEDULE 2

SPECIFIC ARRANGEMENTS

1. Financial Protection

Financial protection for consumer monies in respect of the Supplier/Principal ATOL holder’s products shall apply as follows:

(i) Licensable products: protected under ATOL number 2325

(ii) Non-package products: ABTA V7812

2. ATOL Certificate

It shall be the responsibility of the [Agent] [Principal ATOL holder] to issue the ATOL Certificate as follows:

(i) The Agent shall notify the Principal ATOL holder and give sufficient information to enable it to issue an ATOL Certificate, and provide it to the client in accordance with clause 7.2(b) of this Agreement.

3. Collection & Remittance of Monies

If the Agent is unable to collect the balance payment from a client in accordance with clause 7.10(a) of this Agreement at least 8 weeks prior to departure, the Agent shall immediately send to the Lead Name a recorded delivery letter demanding settlement within 7 days of receipt. If the full balance in respect of that booking is not paid within the specified time limit, of 56 days before departure the Agent shall notify (Joanne Bunker (finance 0208 335 5171 [email protected]) in writing, whereupon the Supplier/ Principal ATOL holder reserves the right to treat that booking as cancelled and issue a cancellation invoice.

4. Commission

The Agent shall remit any balances due to the Supplier/Principal ATOL holder in full, following the deduction and retention by the Agent of any commission owed, in respect of any Travel Arrangements booked by the Agent.

Commission shall be paid at 12.5%

5. Marketing
To be done on an ad-hoc basis
6. Target – Annual Incentives
The Agent group achieves the following targets an additional amount will be paid on invoice:
£987,000 in sales 2019 = £2,000 Bonus commission
£1,150,000 in sales 2019 = £3,000 Bonus commission
£1,250,000 in sales 2019 = £4,000 Bonus commission

 

ADDENDUM

TO

THE AGENCY AGREEMENT
(THE “CONTRACT”)

BETWEEN

The Agent

AND

Newmarket Holidays

This Addendum is made as of 1st Jan 2019

BACKGROUND:
(A) In order to ensure continued compliance with applicable data protection legislation following the enactment of the General Data Protection Regulation (Regulation (EU) 2016/679) from 25 May 2018, the parties wish to enter into this agreement, varying the relevant provisions of the Contract solely with regard to compliance with data protection law and related provisions.
1. DEFINITIONS
1.1 In this agreement the following definitions apply:
(a) Agreed Purposes: means the agreed purposes to enable the parties to fulfil their respective obligations under the terms of this Agreement and all connected activities relating to the same;
(b) Controller, data controller, processor, data processor, data subject, personal data, processing and appropriate technical and organisational measures: have the same meaning as set out in the Data Protection Legislation in force at the time;
(c ) Data Protection Legislation: (i) the Data Protection Act 1998, until the effective date of its repeal (ii) the General Data Protection Regulation ((EU) 2016/679) (GDPR) and any national implementing laws, regulations and secondary legislation, for so long as the GDPR is effective in the UK, and (iii) any successor legislation to the Data Protection Act 1998 and the GDPR, in particular the Data Protection Bill 2017-2019, once it becomes law;
(d) Permitted Recipients: means the parties to this agreement, the employees of each party and any third parties engaged to perform obligations in connection with this agreement (including suppliers of travel arrangements);
(e) Shared Personal Data: means the personal data to be shared between the parties under clause 1.2 of this agreement to enable the parties to fulfil their obligations under the terms of this Agreement.
1.2 Except where the context otherwise requires all definitions contained in the Contract shall have the same meanings when used herein.
2. VARIATION OF CONTRACT
2.1 With effect from the date of this agreement, in consideration of each party ensuring continued compliance with Data Protection Legislation, the parties agree to amend the Contract by replacing any and all provisions in it relating to compliance with Data Protection Legislation (including any provisions related to liability for breach of a party’s obligations with regard to Data Protection Legislation) with the terms of this agreement.
2.2 All other provisions of the Contract shall continue in full force and effect.
3. DATA PROTECTION
3.1 Shared Personal Data. This clause sets out the framework for the sharing of personal data between the parties as data controllers. Each party acknowledges that one party (the Data Discloser) will regularly disclose to the other party (the Data Recipient) Shared Personal Data collected by the Data Discloser for the Agreed Purposes.
3.2 Effect of non-compliance with Data Protection Legislation. Each party shall comply with all the obligations imposed on a controller under the Data Protection Legislation and, not by any act or omission, put the other party in breach of them in connection with this Agreement. This clause 3 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. Any material breach of the Data Protection Legislation by one party shall, if not remedied within 30 days of written notice from the other party, give grounds to the other party to terminate this agreement with immediate effect.
3.3 Particular obligations relating to data sharing. Each party shall:
(a) ensure that it has all necessary notices and consents in place to enable lawful transfer of the Shared Personal Data to the Permitted Recipients for the Agreed Purposes;
(b) give full information of the nature of such processing to any data subject whose personal data may be processed under this agreement. This includes giving notice that, on the termination of this agreement, personal data relating to them may be retained by or, as the case may be, transferred to one or more of the Permitted Recipients, their successors and assignees;
(c) process the Shared Personal Data only for the Agreed Purposes and shall not retain or process the Shared Personal Data for longer than is necessary to carry out the Agreed Purposes;
(d) not disclose or allow access to the Shared Personal Data to anyone other than the Permitted Recipients;
(e) ensure that all Permitted Recipients are subject to written contractual obligations concerning the Shared Personal Data (including obligations of confidentiality) which are no less onerous than those imposed by this agreement;
(f) ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data.
(g) not transfer any personal data received from the Data Discloser outside the EEA unless the transferor:
(i) complies with the provisions of Articles 26 of the GDPR (in the event the third party is a joint controller); and
(ii) ensures that (i) the transfer is to a country approved by the European Commission as providing adequate protection pursuant to Article 45 GDPR; or (ii) there are appropriate safeguards in place pursuant to Article 46 GDPR; or (iii) one of the derogations for specific situations in Article 49 GDPR applies to the transfer.
3.5 Mutual assistance. Each party shall assist the other in complying with all applicable requirements of the Data Protection Legislation. In particular, each party shall:
(a) consult with the other party about any notices given to data subjects in relation to the Shared Personal Data;
(b) promptly (and at the latest within 7 days of receipt) inform the other party about the receipt of any data subject access request;
(c) provide the other party with reasonable assistance in complying with any data subject access request;
(d) not disclose or release any Shared Personal Data in response to a data subject access request without first consulting the other party wherever possible;
(e) assist the other party, at the cost of the other party, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(f) notify the other party without undue delay on becoming aware of any breach of the Data Protection Legislation, and provide assistance in relation to managing/dealing with the breach;
(g) at the written direction of the Data Discloser, delete or return Shared Personal Data and copies thereof to the Data Discloser on termination of this agreement unless required by law to store the personal data;
(h) use compatible technology for the processing of Shared Personal Data to ensure that there is no lack of accuracy resulting from personal data transfers;
(i) maintain complete and accurate records and information to demonstrate its compliance with this clause 3 and allow for audits by the other party or the other party's designated auditor; and
(j) provide the other party with contact details of at least one employee as point of contact and responsible manager for all issues arising out of the Data Protection Legislation, including the joint training of relevant staff, the procedures to be followed in the event of a data security breach and the regular review of the parties' compliance with the Data Protection Legislation.
3.5 Indemnity. Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of the Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
4. TERM AND TERMINATION
4.1 Subject to clause 3.2, this agreement will remain in full force and effect so long as: (i) the Contract remains in effect; or (ii) any party retain any Shared Personal Data in its possession or control.