Terms and Conditions

TERMS & CONDITIONS

TERMS AND CONDITIONS-(“Agreement”)

 1. Purpose

1.1         PINOY ONLINE BIZ SOLUTIONS CORP. is engaged in providing B2A (business to agency) travel distribution services via its Platform (defined below) and through API integration to its customers globally, that allows agents to conduct bookings including but not limited to hotels, flights, cruises, trains, sightseeing and holidays worldwide (where the product availability can vary from market to market) (“Services”) and the Client has the need and wishes to purchase these Services.

 2. Definitions and Interpretation

Definitions

2.1         “End Customer” shall mean such individual, passenger, consumer who consumes the Services;

2.2         “Platform” shall mean such travel portal and/or booking platform provided by PINOY ONLINE BIZ SOLUTIONS CORP. to Client;

2.3         “Restricted Persons” means an individual or entity listed on, or 50% (fifty percent) or more owned or controlled, directly or indirectly, individually or in the aggregate, by any one or more parties on, any of the following lists: the EU Consolidated List of Designated Parties, maintained by the European Union; the Consolidated List of Asset Freeze Targets, maintained by HM Treasury in the United Kingdom; any other list of designated parties maintained by the EU or its Member States; the United States List of Specially Designated Nationals and Blocked Persons or the United States Foreign Sanctions Evaders List, maintained by the United States Treasury Department’s Office of Foreign Assets Control; the United States Entity List or the United States Denied Persons List, maintained by the United States Commerce Department’s Bureau of Industry and Security; or any list of parties subject to asset-freezing measures issued by the United Nations; and

2.4         “Supplier” shall mean such third-party supplier from whom PINOY ONLINE BIZ SOLUTIONS CORP. acquires its Inventory including flights, hotels, cruises etc.

Interpretations

In this Agreement unless the contrary intention appears:

2.5         a reference to this Agreement or another instrument includes any variation or replacement of this Agreement or that instrument and includes all Annexures attached to this Agreement, any new annexures, schedules and exhibits to this Agreement or that instrument;

2.6         a reference to a statute, ordinance, code or other law includes regulations and other instruments made under it and consolidations, amendments, re-enactments or replacements of any of them;

2.7         a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, without limitation, persons taking by novation) transferees and permitted assigns;

2.8         in the event of a conflict between the terms of this Agreement or any other document executed by the Parties that contains specific terms, and the terms mentioned on the Platform, the terms of this Agreement or such other document with specific terms that is executed by the Parties, shall prevail;

2.9         person includes a firm, an agent, partnership, joint venture, association, corporation or other body corporate, a person, an unincorporated association or an authority;

2.10       a reference to a body or authority which has ceased to exist includes the body or authority which now serves substantially the same objects as the body or authority referred to;

2.11       capitalised terms used but not defined herein shall bear the meaning as assigned to the term under Annexure A (Terms of Agency Services) and Annexure B (Terms of API Integration); and

2.12       the recitals form part of this Agreement.

 3. Terms of Service and Consideration

3.1         PINOY ONLINE BIZ SOLUTIONS CORP. may provide access to its’s travel inventory database under this Agreement on a non-exclusive, non-assignable, and limited basis, as per the scope and on such payment terms as more specifically provided for in Annexure A (Terms of Agency Service).

3.2         PINOY ONLINE BIZ SOLUTIONS CORP. may further deliver the API on such terms and conditions as provided in Annexure B (Terms of API Integration).

3.3         Client acknowledges and agrees that certain services contain content and/or services owned, operated and/or provided by third-party Suppliers. Subject to the terms between PINOY ONLINE BIZ SOLUTIONS CORP. and such travel Suppliers, certain products, content or services may be changed (enhanced, amended, suspended or removed) or may no longer be available for distribution through the Platform at any time without notice and without liability to PINOY ONLINE BIZ SOLUTIONS CORP..

3.4         Parties further agree that only the terms mentioned in Annexure A (Terms of Agency Services) and/or Annexure B (Terms of API Integration), shall be applicable based on the Services availed by the Client.

 4. Representations And Warranties

4.1         Each Party represents, warrants and undertakes that:

4.1.1      it shall be solely responsible for obtaining and maintaining all licenses, consents and other permissions (if any, whether regulatory or otherwise) and all financial security arrangements necessary to enter into and for the continuing performance of its obligations under this Agreement;

4.1.2      it is duly organized and validly existing under the laws of the jurisdiction in which it is established;

4.1.3      it has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered;

4.1.4      its obligations hereunder constitute legal, valid, binding and enforceable obligations;

4.1.5      the execution and delivery of this Agreement and the consummation of the transactions contemplated herein does not breach its organizational documents or any applicable laws, provisions of any contract with other third-parties, or order of court applicable to it and does not require any applicable governmental approval;

4.1.6      the person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly; and

4.1.7      its Intellectual Property Rights and branding do not violate, infringe or misappropriate any Intellectual Property Rights or other proprietary rights of any person. Neither Party shall take any action to register or otherwise interfere with the other Party’s interest in its Intellectual Property Rights or branding or those of the other Party’s affiliates.

4.2         Client hereby agrees and acknowledges that:

4.2.1      except as specifically provided in this Agreement, to the fullest extent permissible pursuant to applicable law, PINOY ONLINE BIZ SOLUTIONS CORP. expressly disclaims any representations, warranties or conditions in connection with this Agreement, whether express, implied, statutory or otherwise, including without limitation, warranties of merchantability, fitness for a particular purpose, of title and non-infringement, of usage of trade, of course of dealings, of accuracy or completeness of results, data or information and all the express warranties are only provided on an “as-is” basis.

4.2.2      PINOY ONLINE BIZ SOLUTIONS CORP. is providing a technology solution which by its nature is not error free. PINOY ONLINE BIZ SOLUTIONS CORP. does not warrant that use of its services will be uninterrupted, continuous or error free. Client understands and acknowledges that there may be downtime, network congestion, outages, scheduled maintenance, or such other events beyond the reasonable control of PINOY ONLINE BIZ SOLUTIONS CORP. and PINOY ONLINE BIZ SOLUTIONS CORP. shall not be responsible for the same. Further, PINOY ONLINE BIZ SOLUTIONS CORP. has deployed the requisite controls for security and authentication checks. If there is any compromise due to no direct and sole error or omission of PINOY ONLINE BIZ SOLUTIONS CORP., including compromise in the log-in credentials of the Client, then PINOY ONLINE BIZ SOLUTIONS CORP. cannot be held responsible for such compromise.

4.2.3      Obvious errors and mistakes (including misprints, typographical errors and errors in calculating currency conversion, errors in pricing in general, etc.) are not binding. In the event of a tariff error affecting the price of a confirmed booking, PINOY ONLINE BIZ SOLUTIONS CORP. is expressly entitled to modify the affected booking to reflect the correct tariff giving notice to the Client. If PINOY ONLINE BIZ SOLUTIONS CORP. offers the Client the option to cancel the booking and Client does not cancel the same within the given time, it shall implicate the acceptance of the corrected rate and any accepted discount that at its sole discretion and as a mere gesture of goodwill, PINOY ONLINE BIZ SOLUTIONS CORP. may have decided to apply (if any). Notwithstanding the above, PINOY ONLINE BIZ SOLUTIONS CORP. or the Supplier reserve the right to cancel the booking and in the event of such cancellation, without incurring any liability to the Client, PINOY ONLINE BIZ SOLUTIONS CORP. will refund monies paid by the Client in relation to such booking(s) (if applicable).

 5. Declaration

5.1         Client hereby confirms, represents and warrants that neither the Client nor its stakeholders, directors, affiliates, acting directly or through the Client are neither a Restricted Person nor have any connections or dealings with any Restricted Person in any capacity.

 6. Confidential Information

6.1         For the purpose of this Clause, “Confidential Information” shall mean inter alia, all know-how, documentation and information, whether commercial, financial, technical, operational, or otherwise, relating to the business, finances, affairs, tools, products, services, personnel, customers, suppliers (including future and potential personnel, customers and suppliers), prices, commissions, Rates, Inventory, vendors, processes, methods, agency lists, consumer information, technology, plans, financial, schemes, or operating manuals of disclosing Party or its affiliates which is disclosed to or otherwise obtained by the receiving Party, data generated by either Party and all information received pursuant to on-line data connectivity (whether oral, written or electronic form, or on magnetic or other media), disclosed in connection with this Agreement and the terms of this Agreement, together with all documentation relating to this Agreement.

6.2         The receiving Party hereby undertakes that it and its employees or representatives thereof shall not, at any point of time divulge or communicate in any manner whatsoever, to any third party or any of its consumers or use for its own purpose, any of the Confidential Information of the disclosing Party or any of its clients, which may come to the knowledge of the receiving Party pursuant to this Agreement.

6.3         The receiving Party acknowledges the highly sensitive nature of information shared through on-line data connectivity and agrees to make such information available to its employees, directors and authorized representatives only on a ‘need to know’ basis. The receiving Party shall be liable to ensure that such persons are bound by similar confidentiality obligations and shall be liable to indemnify the receiving Party for any breach by its employees, directors, and authorized representatives (including any other authorised person to whom the information has been disclosed), of the confidentiality terms contained herein.

6.4         Neither Party shall be liable for the disclosure or use of such data or proprietary information which: (a) is, or becomes, publicly known other than by breach of this Agreement; (b) is obtained by the receiving Party from a third Party without restriction; (c) is previously known by the receiving Party; (d) is, at any time, developed by the receiving Party lawfully and completely independently of any disclosures hereunder; or (e) is required to be released by law (including the applicable security regulations), or under an order from the court or any law enforcement agencies. The obligations and restrictions of confidentiality shall be effective during the Agreement and for a period of three (3) years from the date of termination or expiration of this Agreement.

6.5         If the receiving Party is required to disclose the Confidential Information of the disclosing Party under applicable law, by court order or by any regulatory or governmental body of competent jurisdiction, such receiving Party may disclose such Confidential Information (being the minimum portion to comply with the extent and purpose required), but shall immediately inform the disclosing Party of any such requirement to disclose under this Clause, insofar as is reasonable and lawful in the circumstances (if any), and take reasonable efforts to obtain assurances that such Confidential Information shall be treated confidentially by the receiving Party per this Clause.

 7. Intellectual Property Rights

7.1         Client hereby agrees that PINOY ONLINE BIZ SOLUTIONS CORP. shall retain all rights, title and interest in its Intellectual Property Rights including the Platform and Client acknowledges that nothing in this Agreement shall lead to an exchange of any Intellectual Property Rights. In addition, PINOY ONLINE BIZ SOLUTIONS CORP. shall own and retain all right, title and interest in and to any materials, technology, inventions and works of authorship (including software), derivative works, improvements or modifications to the Platform and any other Intellectual Property that is created in the course of this Agreement. All rights not expressly granted in this Agreement are expressly reserved by PINOY ONLINE BIZ SOLUTIONS CORP..

7.2         Subject to the terms and conditions of this Agreement, where PINOY ONLINE BIZ SOLUTIONS CORP. makes the Platform available to the Client, PINOY ONLINE BIZ SOLUTIONS CORP. grants to the Client a non-exclusive and non-transferable license to use the Platform and the API for the purpose contemplated in this Agreement and to the extent permitted under this Agreement. Client does not have the right to sub-license the use of PINOY ONLINE BIZ SOLUTIONS CORP.’s Platform or the API.

7.3         Subject to the terms of this Agreement, Client may not use the Intellectual Property or branding of PINOY ONLINE BIZ SOLUTIONS CORP. or PINOY ONLINE BIZ SOLUTIONS CORP.’s affiliates or refer to the relationship between the Parties in press communications or public representations without PINOY ONLINE BIZ SOLUTIONS CORP.’s prior written consent. Notwithstanding the foregoing, PINOY ONLINE BIZ SOLUTIONS CORP. may disclose the existence of the relationship between the Parties to its Suppliers if the Supplier requests such information.d

7.4         Client shall not take any action to register or otherwise interfere with PINOY ONLINE BIZ SOLUTIONS CORP.’s or its affiliates’ interest in its respective Intellectual Property Rights or the Platform.

7.5         Client shall not copy, reproduce, reverse engineer, replicate, modify, transmit, sell, lease, market nor disclose to third parties the contents (and/or any of its elements) provided/displayed by PINOY ONLINE BIZ SOLUTIONS CORP. on its Platform or any of PINOY ONLINE BIZ SOLUTIONS CORP.’s or its affiliates’ Intellectual Property Rights.

7.6         For the purposes of this Agreement ‘Intellectual Property/ Intellectual Property Rights’ means any patent, copyright, design right, registered design, database right, trademark (including any misspelling or substantially similar or confusingly similar version thereof), service mark, know-how, utility model, PINOY ONLINE BIZ SOLUTIONS CORP.’s API, PINOY ONLINE BIZ SOLUTIONS CORP. Products, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, any domain or sub-domain name, any other online/offline marketing or advertising, press releases, etc., or other similar right or obligation whether registerable or not or other industrial or intellectual property right subsisting in any territory or jurisdiction in the world.

 8. Data Protection

8.1         Each Party warrants to the other that it is properly and sufficiently notified under the provisions of the applicable European data protection legislation, including the provisions of the General Data Protection Regulations (GDPR) or such other applicable data protection legislation so as to ensure so far as possible that no breach of said legislation shall occur.

8.2         Both Parties shall ensure as far as commercially reasonable it has in place adequate security measures (both software and hardware, physical and administrative) for the security of all data. Both Parties state and warrant that they have installed technical and operational security measures that guarantee security of personal data and prevent its alteration, loss, mishandling and/or unauthorised access thereto, bearing in mind the status of technology, nature of stored data and risks to which it is exposed.

8.3         In the event of a breach of these commitments or any obligation derived from GDPR by the Client, its employees or, any contracted third parties, the Client shall be responsible for the processing thereof and shall be responsible for and liable in respect of all and any claims against PINOY ONLINE BIZ SOLUTIONS CORP. resulting from administrative sanctions imposed by relevant authorities, and any damages or losses in judicial or non-judicial proceedings brought against PINOY ONLINE BIZ SOLUTIONS CORP., and in any case, the costs of the fees payable to legal counsels, courts or any other professionals. Any breach of the obligations stated in this Clause the Client shall be just cause for early termination PINOY ONLINE BIZ SOLUTIONS CORP. of this Agreement.

8.4         Notwithstanding anything to the contrary herein, PINOY ONLINE BIZ SOLUTIONS CORP. may use data and information that it gathers, receives, generates, creates, compiles or processes in connection with the Agreement in order to develop and enhance the functions on its Platform and for the furtherance of its business. In the event that such data and/or information is shared with third parties, it shall be anonymized such that Client’s information is not identifiable (unless otherwise agreed between the Parties).

8.5         Both Parties acknowledge and agree that at the request of the other Party, the obliging Party shall delete, destroy or return all personal data it or any third-party it has passed such personal data onto. The fulfilment of such request shall be at the expense (unless otherwise not applicable) and time of the obliging Party.

8.6         In the event of a notifiable “breach” of the provisions of the GDPR or other applicable data protection laws, the affected Party shall immediately notify the other Party with such sufficient information as the other Party may so require. The Parties shall be obliged to provide whatever cooperation as maybe necessary to remedy, mitigate or resolve such breach.

 9. Force Majeure

9.1       In no event shall either Party be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, acts of government, trade embargoes, civil or military disturbances, nuclear or natural catastrophes, pandemics, epidemics, lockouts or lockdowns, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services (each a “Force Majeure Event”); it being understood that the Parties shall use reasonable efforts which are consistent with accepted practices to resume performance as soon as practicable under the circumstances.

9.2       In the event a Force Majeure Event persist for a continuous period of such days as mutually agreed between the Parties, then each Party shall have the right to terminate this Agreement with immediate effect by providing a written notice.

 10. Indemnification and Limitation of Liability

10.1       Client hereby agrees to indemnify and keep indemnified PINOY ONLINE BIZ SOLUTIONS CORP., on demand against all actions, claims, costs, liabilities and losses (including legal costs) which may be made against PINOY ONLINE BIZ SOLUTIONS CORP. or which PINOY ONLINE BIZ SOLUTIONS CORP. may suffer or incur as a consequence of or which relate to or arise directly or indirectly from any breach by Client or any of Client’s employees or affiliates, of the terms of this Agreement (including Annexure A and/or Annexure B) or any negligent or reckless act omission or default by Client or any party engaged or employed by Client.

10.2       PINOY ONLINE BIZ SOLUTIONS CORP. shall be not liable to the Client in contract, tort or otherwise, whatever the cause thereof, for any loss of profit, business or goodwill or any indirect, special, consequential, incidental or punitive cost, damages or expense of any kind howsoever arising under or in connection with this Agreement. PINOY ONLINE BIZ SOLUTIONS CORP. disclaims all liability in relation to and caused by incorrect bookings, tariff errors, Platform errors, timeouts and any other manual errors. Further, in no event shall PINOY ONLINE BIZ SOLUTIONS CORP.’s liability under this Agreement exceed USD 10,000 (Ten Thousand United States Dollars only) or the total amount paid by the Client in the previous 2 (two) months preceding the date on which the liability arose, whichever is lower.

 11. Termination and Consequences of Termination

11.1       PINOY ONLINE BIZ SOLUTIONS CORP. shall have the right to terminate this Agreement at any time by serving upon the Client a 30 (thirty) days’ written notice.

11.2       PINOY ONLINE BIZ SOLUTIONS CORP. may terminate this Agreement with immediate effect if:

11.2.1    Client breaches Clauses 4 (Representations and Warranties of the Parties), 5 (Declaration), 6 (Confidential Information), 7 (Intellectual Property Rights), 8 (Data Protection), 10 (Indemnification and Limitation of Liability; or

11.2.2    Client commits a material breach of any of the terms of this Agreement or breaches the terms of Annexure A (Terms of Agency Services) and/or Annexure B (Terms of API Integration); or

11.2.3    Client is subject to insolvency, bankruptcy or winding-up; or

11.2.4    Client is subject to a change of control (or the entry into one or more agreements, the result of which is or could be a change of control) in the absence of PINOY ONLINE BIZ SOLUTIONS CORP.’s prior written consent; or

11.2.5    the provisions of Clause 9.2 (Force Majeure) become applicable; or

11.2.6    Client becomes liable for gross misconduct, negligence or non-compliance with applicable laws.

11.3       Upon termination or expiry of this Agreement:

11.3.1    Client shall cease to have access to PINOY ONLINE BIZ SOLUTIONS CORP.’s travel Inventory;

11.3.2    All licenses granted to the Client by PINOY ONLINE BIZ SOLUTIONS CORP. under this Agreement shall cease;

11.3.3    Both Parties shall destroy/delete/remove or return the other Party’s Confidential Information; and

11.3.4    Client shall immediately remit payment of any amounts due in accordance with this Agreement or any Annexure and any amendments thereof.

12.4       Each of PINOY ONLINE BIZ SOLUTIONS CORP.’s and Client’s rights, liabilities and obligations under this Agreement shall cease save that PINOY ONLINE BIZ SOLUTIONS CORP.’s and Client’s accrued rights and liabilities and the rights and obligations that are expressly or by implication intended to come into force upon, or remain in force following, the termination or expiration of this Agreement shall survive, including but not limited to Clause 5 (Declaration), Clause 6 (Confidential Information), Clause 7 (Intellectual Property Rights), Clause 8 (Data Protection), Clause 10 (Indemnification and Limitation of Liability) and Clause 12 (General Provisions).

 12. General Provisions

12.1       Assignment – Client shall not assign Client’s obligations under this Agreement for such remaining period of the Agreement, to any of Client’s chosen subsidiaries, affiliates, associates without a prior written notice of at least 30 (thirty) days (before such assignment) to PINOY ONLINE BIZ SOLUTIONS CORP..

12.2       Entire Agreement – This Agreement its Annexures along with the terms and conditions on the Platform, constitutes the entire Agreement between Client and PINOY ONLINE BIZ SOLUTIONS CORP. pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties. In case of a conflict between the English version of this Agreement and a translated version, then the clause in the English language shall prevail.

12.3       Relationship between Parties – The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise. Neither Party shall at any time in any manner describe itself as an agent or representative of the other Party.

12.4       Severability – In the event that any part of this Agreement shall be held by a court of competent jurisdiction to be unlawful or otherwise unenforceable, the remainder of this Agreement shall remain in full force and effect to the maximum extent possible.

12.5       Variations of Agreement – Any change or modification to the terms of this Agreement must be made in writing and must be duly signed by the authorized legal representatives of the Parties.

12.6       Waiver – If either Party fails to perform its obligations under any provision of this Agreement or the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions.

12.7       Jurisdiction – This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of Dubai without regard to any principles of conflicts of laws thereof. PINOY ONLINE BIZ SOLUTIONS CORP. retains the right to institute legal proceedings in any other such country of residence or operation.

12.8       Dispute Resolution – Each of the Parties agrees that:

  1. a) All differences, disputes, issues relating to interpretation of any clauses and claims whatsoever arising out of or in any manner related to any provision of this Agreement shall be first resolved mutually by the Parties. In case the Parties fail to mutually resolve such dispute within a period of such days as mutually agreed between the Parties (“Dispute”), then the Dispute shall be resolved by a sole arbitrator appointed mutually by the Parties within a period of such days as mutually agreed between the Parties. The sole arbitrator shall adopt all the procedures, rules and regulations of the Dubai International Arbitration Centre (DIAC).
  2. b) The arbitration proceedings shall be in English. The venue, seat and place of the arbitration proceedings shall exclusively be at Dubai.

12.9       Headings and Sub-Headings – The headings and sub-headings in this Agreement are for convenience only and do not affect the meaning of the relative section / clause.

13.10     Notices –

  1. a) Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, registered post acknowledgement due and any reputed courier to the addresses of the Parties mentioned in the KYC form or to such other address as a Party notifies to other in writing, from time to time.
  2. b) Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.

12.11     e-Agreement – Client hereby agrees and undertakes that Client is legally entitled and eligible to enter into this e-Agreement and further agree and undertake to be bound by and abide by this Agreement, and the person accepting this Agreement by and on Client’s behalf is Client’s authorised representative and is entitled and is legally authorised to bind Client by executing this Agreement on Client’s behalf.

12.12     Effective Date– The terms of the relevant Annexure shall become applicable upon the effective date of provision of the services under the said Annexure.

12.13     Amendments – This Agreement may not be modified in whole or in part except in writing signed by a duly authorised representative of each Party.

Signature on behalf of PINOY ONLINE BIZ SOLUTIONS CORP.:

Signature on behalf of the Client:

ANNEXURE A

(Terms of Agency Service)

 1. Definitions and Interpretation

1.1         “Account” shall mean Client’s online account, which is used to access, book, make repayments, manage and apply for credit and generally transact on the Platform through its Platform Administrator or its Users; 

1.2         “Available Balance” shall mean such balance available in the account of the Client after deduction of due payments from the credit line provided to the Client;

1.3         “Outstanding Statement of Account” shall mean such outstanding balance from time to time as owed by Client to PINOY ONLINE BIZ SOLUTIONS CORP. against the offered credit line;

1.4         “Platform Administrator” shall mean such authorized employee of Client who has been granted rights to create multiple accounts of its Users;

1.5         “Users” means and includes sub-users and all accounts created by the Platform Administrator for the common access of its Account.

1.6         Capitalised terms used but not defined herein shall bear the meaning as assigned to the term in the Agreement.

 2. Obligations of the Client

2.1         Client shall:

2.1.1      not tamper with the operation of the Platform or act in a fraudulent, deceptive, non-genuine or illegitimate manner when using the Platform or dealing with End Customers;

2.1.2      not associate PINOY ONLINE BIZ SOLUTIONS CORP., its affiliates or the Suppliers with any materials or opinions that are illegal in any jurisdiction or are otherwise discriminatory, promote or incite violence, hatred or an illegal activity, are libellous or defamatory, are capable of interpretation as discriminatory or of promoting such views, or are inappropriate for general or family viewing (e.g. obscene or sexually explicit materials);

2.1.3      not disparage PINOY ONLINE BIZ SOLUTIONS CORP., its affiliates or the Suppliers;

2.1.4      not mislead or misrepresent the End Customer as to the origin, affiliation or nature of the Inventory;

2.1.5      not misrepresent who the Client is acting for when contacting the End Customer including (as an example only) leading Consumers to believe that Client is directly connected to any of the Suppliers;

2.1.6      not sell, redistribute, display, copy, adapt, reverse engineer, decompile, disassemble, make derivative works or error corrections or use in any manner (directly or indirectly) any of PINOY ONLINE BIZ SOLUTIONS CORP.’s Intellectual Property, Confidential Information, Platform or other data, other than in accordance with this Agreement;

2.1.7      ensure that the Platform Administrator, the Users and each individual, employee, agent, representative who is provided access credentials for use of the Platform treats them as confidential and does not share them with anyone else, whether an employee of the Client or otherwise, and shall assist PINOY ONLINE BIZ SOLUTIONS CORP. to ensure that such credentials will be immediately disabled or cancelled upon such Platform Administrator, User, or individual, employee, agent, or representative, losing the right to access the credentials (e.g. at the end of employment), by either notifying PINOY ONLINE BIZ SOLUTIONS CORP. or disabling it on its own (if applicable);

2.1.8      not directly contact any Suppliers in relation to bookings unless PINOY ONLINE BIZ SOLUTIONS CORP. expressly instruct Client to do so. Any direct communications from such Suppliers which Client receives should be referred immediately to PINOY ONLINE BIZ SOLUTIONS CORP.;

2.1.9      not take any action that PINOY ONLINE BIZ SOLUTIONS CORP. may, at its sole discretion, determine as imposing an unreasonable or disproportionately large load on the technology or infrastructure of the Platform, or attempt to circumvent or avoid any measure employed to prevent or limit access to any part of the Platform;

2.1.10    not knowingly collect, use or disclose personal information from persons who are not considered to be an ‘adult’ under applicable laws;

2.1.11    not make or allow bookings other than in response to a specific request by an End Customer; and

2.1.12    at all times remain compliant with applicable laws including the laws of the relevant jurisdiction, the directives and other applicable laws relating to consumer protection and travel and tourism.

2.2         Client hereby agrees and confirms that subject to the terms between PINOY ONLINE BIZ SOLUTIONS CORP. and its Suppliers, certain products and Services may be changed (enhanced, amended, suspended or removed), or may no longer be available for distribution through the Platform at any time without notice and without liability to PINOY ONLINE BIZ SOLUTIONS CORP.. To clarify, this Clause does not affect bookings already made and not consumed.

2.3         Client shall at all times be liable to remain compliant with the terms and conditions provided at PINOY ONLINE BIZ SOLUTIONS CORP.’s Platform which may be amended or modified from time to time.

2.4         Client shall not at any point of time display, disclose or otherwise communicate publish or promote / distribute / share PINOY ONLINE BIZ SOLUTIONS CORP.’s Rates or Inventory directly or indirectly to any B2C Channel. For the purposes of the Master Business Agreement and the Annexures hereof “Inventory” shall mean and include all of PINOY ONLINE BIZ SOLUTIONS CORP.’s products and services as listed on its Platform. “Rates” shall mean and include the individual pricing of each Inventory item, as available and mentioned on the Platform. “B2C Channel” means business directly available to end consumer (traveller) on an online platform.

2.5         Where PINOY ONLINE BIZ SOLUTIONS CORP. (acting reasonably) suspects a material breach of this Agreement, fraud and/or a breach of law, the Client shall permit and/or shall procure that PINOY ONLINE BIZ SOLUTIONS CORP. is permitted access to, and/or provided copies of, such of Client’s records, systems, websites (including the Platform), Inventory, tools and information or Client’s, Platform Administrator’s and Users’ records, solely to the extent necessary for the purpose of verifying compliance with this Agreement or such law or investigating a fraudulent event. PINOY ONLINE BIZ SOLUTIONS CORP. shall use its access under this Clause solely for the purpose of such verification and shall treat any information it obtains as Client’s Confidential Information.

2.6         Client agrees and acknowledges that PINOY ONLINE BIZ SOLUTIONS CORP. shall not be liable for:

2.6.1      any failure of Client’s or any third-party service provider’s systems that results in the failure of or inability to process a booking; and

2.6.2      any actions which result from misuse or inappropriate use of the Platform.

2.6.3      Further, Client agrees that PINOY ONLINE BIZ SOLUTIONS CORP. reserves the right to cancel such booking which is in breach of this Agreement, the Annexure, or any other applicable terms and conditions, or the booking terms, rules and restrictions as set by Suppliers including cancellation and refund policies and special instructions.

 3. SUSPENDING CLIENT’S ACCESS

3.1         PINOY ONLINE BIZ SOLUTIONS CORP. may immediately suspend Client’s access to the Platform:

3.1.1      if Client breaches (or PINOY ONLINE BIZ SOLUTIONS CORP. reasonably anticipates Client may breach) any of its obligations under this Agreement;

3.1.2      if PINOY ONLINE BIZ SOLUTIONS CORP., in its sole discretion, believes it is necessary to prevent:

  1. a) any misuse of the Platform;
  2. b) use of the Platform in a way which (i) creates a harm or financial detriment to PINOY ONLINE BIZ SOLUTIONS CORP. or its affiliates; or (ii) constitutes a threat to PINOY ONLINE BIZ SOLUTIONS CORP.’s (or any other party’s) information security.

3.2         PINOY ONLINE BIZ SOLUTIONS CORP. shall notify the Client as soon as reasonably practicable where PINOY ONLINE BIZ SOLUTIONS CORP. acts pursuant to Clause 4.1. The exercise by PINOY ONLINE BIZ SOLUTIONS CORP. of any of it rights under Clause 4.1 shall not result in a breach of this Agreement by PINOY ONLINE BIZ SOLUTIONS CORP., and neither the exercise of such right, nor any consequence thereof, shall give rise to or be the basis for any claim by Client or a Consumer or any liability for PINOY ONLINE BIZ SOLUTIONS CORP..

 4. PAYMENT TERMS

4.1         Platform Administrator Rights: Administration rights for the Platform shall be granted by PINOY ONLINE BIZ SOLUTIONS CORP. to Client. Platform Administrator can subsequently create, activate or suspend as many User’s Accounts that it administrates, that are connected to the account of the Platform Administrator. The Platform Administrator shall be responsible for maintaining and monitoring the activities of all its User Accounts as Client shall be responsible for all transactions, including bookings, payments and cancellation penalties and other activities in relation to the performance of Client’s Account by Client’s Users.

4.2         Payments: Client may make the payments for Client’s bookings by: (i) making an upfront payment for Client’s booking(s); or (ii) on a credit basis where the credit can be against bank guarantee. Provided that the credit period cannot be for a period of or for an amount which is more than as mutually agreed between the Parties in writing. Client shall have the facility to view Client’s Outstanding Statement of Account and Client’s Available Balance online. Client is required to make payments as per the due date mentioned in Client’s invoice. Notwithstanding anything contained in the Master Business Agreement, Client agrees and acknowledges that this obligation shall continue even in case of a Force Majeure Event.

4.3         Cancellation and Amendment process

4.3.1      Subject to the terms of the booking, confirmed bookings can be cancelled or amended without any charges prior to the cancellation and amendment deadline.

4.3.2      For each service booked and confirmed, Client will be provided with a cancellation or amendment deadline along with any cancellation charges that shall apply if such booking is cancelled or amended after the deadline.

4.3.3      To avoid cancellation or amendment penalties, the confirmed travel component should be cancelled or amended by Client before the date and time specified in the cancellation and amendment deadline.

4.3.4      Bookings cancelled or amended after the cancellation and amendment deadline shall be automatically invoiced to Client with the applicable cancellation or amendment charges.  PINOY ONLINE BIZ SOLUTIONS CORP. shall process all refunds as per such applicable cancellation policy.

4.4         Credit Card Fraud & Chargeback: Client may use Client’s corporate credit card for making bookings or only such card which the Client has been authorised to use by a third-party including the End Customer. Client shall be responsible for ensuring that a genuine credit card is used for paying for bookings. Client is responsible for all credit card verifications and any associated chargebacks by the bank. A chargeback will be charged to Client on receipt of the same from the bank. In the event the Client makes any unauthorised use a credit card and a third-party claim (including claim for chargeback or claim for fraud) is raised against PINOY ONLINE BIZ SOLUTIONS CORP. due to such unauthorised used, then the Client shall be liable to indemnify PINOY ONLINE BIZ SOLUTIONS CORP. for such claims.

4.5         Rates & Currency: Subject to the terms of the booking, all rates quoted are, inclusive of all taxes and service charges except, city tax, local govt, tourism department taxes etc. which are payable by End Customer to Supplier directly.

4.6         Disputed Invoice/s: In the event of a discrepancy in the invoice, Client shall communicate such dispute to PINOY ONLINE BIZ SOLUTIONS CORP. within a timeline as mutually agreed between the Parties. Such discrepancy shall be resolved between the Parties within a timeline as mutually agreed between the Parties. Client undertakes to make payment of such amount immediately as is subsequently resolved.

4.7         Booking Procedures for Hotels & Apartments: In the event Client requests for a booking of 8 (eight) rooms or more, it shall be considered to be a group booking. Client acknowledges that such group bookings are not covered under the scope of this Agreement. In the event it is discovered that Client has actually conducted a group booking, Client shall become liable for all additional penalties and costs that may be levied by both the Supplier and PINOY ONLINE BIZ SOLUTIONS CORP.. The original booking shall thereafter be invoiced as a group booking with the inclusion of all such applicable charges.

4.8         Refunds: Refund requests shall be processed as per the cancellation policy that is provided by the Supplier. Client hereby acknowledges that any refund for cancellation of the bookings made by Client shall be subject to the individual Supplier’s policy and the terms and conditions thereof. Client further waives any statutory and other legal rights that Client may have for claiming the refunds for cancellation of bookings if such right to refund is not provided for as a specific refund item.

4.9         Onward Sales: Client is solely responsible for the Onward Sale of any Inventory and PINOY ONLINE BIZ SOLUTIONS CORP. does not accept any liability for Onward Sales to an End Customer nor does it accept liability for anything which may go wrong with an Inventory. PINOY ONLINE BIZ SOLUTIONS CORP. is not responsible or liable for any dispute between Client and the End Customer arising from the Onward Sale of any Inventory by Client to the End Customer. If any claim is made against PINOY ONLINE BIZ SOLUTIONS CORP. following an Onward Sale by Client, then Client shall indemnify PINOY ONLINE BIZ SOLUTIONS CORP. against all losses, fees, expenses and costs arising as a result of such claim. PINOY ONLINE BIZ SOLUTIONS CORP. is not liable to indemnify Client against any negligence, failing, fault or omission on the part of any Supplier, owner or controller of any Inventory. For the purposes of this clause Onward Sales means and includes such sales that are made by the Client either to the End Customer or to any other Client.

4.10       Supplier Terms: Client acknowledges and agrees that any policy of the Supplier pertaining to the products and/or services shall automatically become applicable on the Client unless otherwise stated by PINOY ONLINE BIZ SOLUTIONS CORP..

ANNEXURE B

(Terms of API Integration)

 1. DEFINITIONS AND INTERPRETATION

1.1.        “Application Programming Interface” or “API” means PINOY ONLINE BIZ SOLUTIONS CORP.’s technology which may include object code, software libraries, software tools, sample source code, published specifications and Documentation, hosted and maintained by PINOY ONLINE BIZ SOLUTIONS CORP. as described herein, including all revisions and upgrades thereto.

1.2.        “Client Web Site” means Client’s web site located at the notified domain address, including all pages under this top-level domain name and any successor web site. Client may include additional Links to the API throughout the Client Web Site at Client’s sole discretion.

1.3.        “Content” means all PINOY ONLINE BIZ SOLUTIONS CORP. provided data, domain names, text, images, animation, video, audio, graphics, photographs, artwork and other similar materials, containing information on and related to travel service for use by users, as well as the user interfaces, software and other content comprising the API or otherwise required to operate the API.

1.4.        “Documentation” includes, but is not limited to programmer guides, CDs, manuals, materials, and information appropriate or necessary for use in connection with the API.

1.5.        “Link(s)” means an embedded icon, object, graphic or text within a web page or email that consists of a hypertext pointer to the URL address of a web page.

1.6.        “Look to Book Ratio” refers to the ratio which indicates number of searches that are conducted by the Client for one purchase from the System.

1.7.        “Software” shall mean PINOY ONLINE BIZ SOLUTIONS CORP.’s proprietary software application(s), and shall also include the source code, object code and related documentation.

1.8.        “System” refers to PINOY ONLINE BIZ SOLUTIONS CORP.’s proprietary API and booking platform that allows for searches and bookings to be made.

1.9.        “PINOY ONLINE BIZ SOLUTIONS CORP. Products” means and includes hotels, flights, cruises, car rentals, tours & transfers, and all other ancillary travel/travel-related services that PINOY ONLINE BIZ SOLUTIONS CORP. offers through its API.

1.10.      Capitalized terms used but not defined herein shall bear the meaning as assigned to the term in the Agreement.

 2. SCOPE OF WORK

2.1.        Delivery of API:  PINOY ONLINE BIZ SOLUTIONS CORP. will make available an API for use by Client immediately upon signing of this Agreement post which PINOY ONLINE BIZ SOLUTIONS CORP. shall not be liable for the time taken by the Client for further integration/development. Client agrees that PINOY ONLINE BIZ SOLUTIONS CORP. may monitor the use, availability, performance, or functionality of the Client’s use of the API for any benchmarking purposes.

2.2.        Whitelist of IP: Client needs to Whitelist the static IP with PINOY ONLINE BIZ SOLUTIONS CORP. to access live API.

2.3.        Marketing: During the term of this Agreement, Client shall actively market and promote the services available on the API in order to generate the maximum number of Transactions on the API by users.

2.4.        Technical Limitations: Client will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement. Without limiting the foregoing, Client shall not violate any explicit rate limitations on utilizing an API.

2.5.        Misuse: Client shall be solely responsible for the use of the System and all bookings made on it. Client shall be precluded from denying its liability to make payment to PINOY ONLINE BIZ SOLUTIONS CORP. on account of and arising from any misuse, breach, damage, cyber-crime, cyber-attack, misrepresentation, loss of credentials, impersonations and or any other such act that results in a violation of the use of the API

 3. FEES AND PENALTIES

3.1.        PINOY ONLINE BIZ SOLUTIONS CORP. agrees to provide the Client the API for an amount as may be agreed between the Parties in writing (e-mail included), to be paid by the Client to PINOY ONLINE BIZ SOLUTIONS CORP. as the one-time set-up fee, unless otherwise agreed between the Parties.

3.2.        All fees payable by the Client to PINOY ONLINE BIZ SOLUTIONS CORP., must be paid by the Client to PINOY ONLINE BIZ SOLUTIONS CORP. within a timeline as mutually agreed between the Parties. Further, the Client shall ensure that all payments made under this Agreement must be necessarily made through a valid bank account which is registered in the name of the Client located in the country where the Client is registered.

3.3.        In the event any additional taxes or charges are applicable to local or foreign nationals based on the laws of the relevant jurisdiction, then the Client shall ensure that (i) such information is conveyed to the End Customer; and (ii) the End Customer makes the payment towards such additional taxes or charges directly to the hotel at the relevant time.

3.4.        In the event the Client obtains air related API services, then the additional terms of Exhibit A (Terms of API-Air) shall become applicable.

  1. OBLIGATIONS OF THE PARTIES

4.1.        PINOY ONLINE BIZ SOLUTIONS CORP.’s Obligations: The API will: (i) display the Content; and (ii) have the “look and feel” of the Client Web Site, including the Client logo, header and footer. All PINOY ONLINE BIZ SOLUTIONS CORP. terms and conditions, rules, policies and operating procedures related to the API, including but not limited to, policies relating to, customer orders, customer service, and ticket fulfillment will apply to the users. PINOY ONLINE BIZ SOLUTIONS CORP. reserves the right to change such terms and conditions, rules, policies and operating procedures at any time.

  1. LICENSE RIGHTS

5.1.        Grant of License by the PINOY ONLINE BIZ SOLUTIONS CORP.: Subject to the terms and conditions of this Agreement, PINOY ONLINE BIZ SOLUTIONS CORP. hereby grants to the Client a royalty-free, worldwide, limited, non-transferable, non-exclusive license (without the right to sub-license) to use the API (and any modifications thereto) solely for the purpose of Client’s access to PINOY ONLINE BIZ SOLUTIONS CORP. Products referenced in the API and for which the API was provided. The Client shall have no right to distribute, license, (whether or not through multiple tiers), or otherwise transfer the API to any third-party or incorporate the API in any software, product or technology.

5.2.        Use of PINOY ONLINE BIZ SOLUTIONS CORP.’s Name: For the term of this Agreement, PINOY ONLINE BIZ SOLUTIONS CORP. may grant to Client, a non-exclusive, royalty-free limited right and license to: (i) provide Links to the API, and (ii) use any PINOY ONLINE BIZ SOLUTIONS CORP. logos and other images and materials which PINOY ONLINE BIZ SOLUTIONS CORP. provides to Client hereunder solely for the purpose of identifying PINOY ONLINE BIZ SOLUTIONS CORP. and the API in Client’s promotional materials (collectively, the “Purpose”) provided that the Client seeks prior written permission from PINOY ONLINE BIZ SOLUTIONS CORP. each time, before using PINOY ONLINE BIZ SOLUTIONS CORP.’s name for any Purpose. Client agrees that if it desires to use PINOY ONLINE BIZ SOLUTIONS CORP. trademarks, logos or branding in any such Client promotional material or in any manner other than for the Purpose, then Client shall first submit all marketing pieces, documentation, and other materials which contain a PINOY ONLINE BIZ SOLUTIONS CORP. trademark, logo or branding to PINOY ONLINE BIZ SOLUTIONS CORP. for its prior review and written approval.

EXHIBIT A

(Terms of API-Air)

Client agrees to the acceptance of the following terms for the purpose of accessing the PINOY ONLINE BIZ SOLUTIONS CORP. Air API.

  1. Client shall at all times adhere to a Look to Book Ratio of 1 booking for every 100 (hundred) searches during the term of this Agreement.
  2. In case any searches do not end in a purchase, the Client shall pay a sum of 0.10 (Ten Cents only) per search in case of excessive use beyond the agreed Look to Book Ratio as per #1 above.
  3. Client agrees that in the event of such breach PINOY ONLINE BIZ SOLUTIONS CORP. reserves the right to restrict Client’s use of the API.
  4. Client shall pay a non-refundable sum of as agreed between the Parties as the onetime set-up fee.
  5. Client agrees that breach of the above clauses shall result in an immediate breach of this Agreement.
  6. Upon completion of the first year from the Effective Date, the Client will pay PINOY ONLINE BIZ SOLUTIONS CORP., additional annual maintenance charges which must be mutually agreed between the Parties.
  7. Parties agree and acknowledge that for any cancellation or rescheduling of the bookings by the Client, PINOY ONLINE BIZ SOLUTIONS CORP. may charge a service fee as agreed, which shall be over and above the cancellation/rescheduling fee being charged by the airline.
  8. Client shall be liable to pay such penalty as maybe defined by PINOY ONLINE BIZ SOLUTIONS CORP. for each instance of violation of the defined Look to Book Ratio as agreed. Client agrees