TERMS AND CONDITIONS
FRT INTERNATIONAL and the TOUR OPERATOR may hereinafter be mutually referred to as the “Parties.”
FRT INTERNATIONAL primarily acts as trader of Services (as defined below in Section 3), mainly by purchasing such Services in its own name and on its own account from hoteliers and other operators or service suppliers in the Destination and selling same to international tour operators and travel companies.
The CLIENT operates as tour operator and purchases the SERVICES from FRT INTERNATIONAL to package, market and sell the same in its own name and on its own account to members of the public (“Clients”) according to its own terms and conditions.
The TOUR OPERATOR and FRT INTERNATIONAL enter a business relationship pursuant to the terms and conditions specified hereunder.
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1.Term
Without prejudice to the provisions in Section 12 below regarding premature termination, this Agreement shall commence on the commencement date and shall remain in force initially for a period of one year, since signature from both parties provided it is explicitly terminated with effect on such date by one of the Parties with 3 months prior notice. Thereafter it shall be automatically extended if not terminated in writing with 3 months prior notice.
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2.Object of Agreement
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2.1This Agreement sets out the Services (as defined below in Section 3) to be supplied by FRT INTERNATIONAL to the TOUR OPERATOR.
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2.2The Parties acknowledge that only the provisions of this Agreement that are relevant to the supply of Services of FRT INTERNATIONAL shall apply. FRT INTERNATIONAL shall supply the Services as supplier to the TOUR OPERATOR at a consistently high service level and in accordance with the terms of this Agreement.
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3.Services
Subject to individually agreed provisions as set out in below mentioned Schedules FRT INTERNATIONAL shall provide to the TOUR OPERATOR all and any or any part of
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••Accommodation Services, Hotels, Guesthouse, Apartment (including apartment block or complex), Cruises or any other type of accommodation and its amenities which FRT INTERNATIONAL provides to the TOUR OPERATOR or otherwise arranges for the TOUR OPERATOR for use by the TOUR OPERATOR Clients via an XML link or such other link or access as may be agreed between the Parties in accordance with this Agreement from time to time throughout the Term.
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••Transportation Services (transfers), transportation of the Clients of the TOUR OPERATOR within the Destinations by way of any appropriate means of transport used by FRT INTERNATIONAL, its sub-contractors or third parties.
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••Excursions means the provision of excursions or any part of any excursions including Means of Excursion Transportation that are operated, contracted for, or otherwise provided by FRT INTERNATIONAL (or any sub-contractor and/or third-party supplier of FRT INTERNATIONAL).
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••Other Services as a tickets and attractions supplied to the TOUR OPERATOR by FRT INTERNATIONAL as specified in this agreement and/or otherwise agreed between the Parties from time to time.
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4.Provision of Services
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4.1The TOUR OPERATOR hereby appoints FRT INTERNATIONAL as provider of the Services as defined herein. FRT INTERNATIONAL shall provide the Services with due skill and care.
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4.2All arrangements provided by FRT INTERNATIONAL are made subject to any condition imposed by FRT INTERNATIONAL’s third-party suppliers who provide accommodation services in the hotel facilities, catering services in the restaurant facilities, as well as FRT INTERNATIONALs of transport and rail services or any other companies firms or persons providing services on behalf of FRT INTERNATIONAL in fulfilment of this agreement.
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4.3FRT INTERNATIONAL may provide all services to the TOUR OPERATOR via an XML link, or such other suitable link as may be agreed between the Parties from time to time. All provisions of this Agreement relate to all Accommodation provided by FRT INTERNATIONAL to the TOUR OPERATOR and its Customers.
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4.4FRT INTERNATIONAL shall ensure that all services provided under this agreement comply in all respects with national and local laws, decrees, regulations, and standards applicable in the source markets of FRT INTERNATIONAL which relate to hygiene, fire safety and other standards relevant or applicable to those using the Accommodation Services or any of their amenities or any other of the Services.
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4.5Where applicable under this Agreement, FRT INTERNATIONAL will provide Transport Services by coach, minibus, SUV, or car, as agreed by the TOUR OPERATOR ("Means of Transportation"), from each destination’s airport to any accommodation in the resort region nominated by the TOUR OPERATOR and must ensure that the vehicles are waiting for the Clients when the aircraft arrives at the airport regardless of the arrival time. If requested by the TOUR OPERATOR, FRT INTERNATIONAL shall also provide the clients with details regarding confirmation of their return transfers as well as any other resort guides/information as required by the TOUR OPERATOR.
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4.6FRT INTERNATIONAL hereby undertakes to ensure that all Means of Transportation used in the provision of the Services shall always be in a good safe road-worthy condition, shall be properly maintained, clean and fit for the use by Client(s), and comply in all respects with the laws of the country where they are operated. FRT INTERNATIONAL further undertakes to ensure that the Means of Transportation are driven by competent, qualified drivers in possession of valid licenses necessary under the local and/or national laws and regulations of the country where they are operated.
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5.Excursions
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5.1If requested by the TOUR OPERATOR, FRT INTERNATIONAL may also provide Excursion Services to the TOUR OPERATOR for same to be sold by latter to its Clients in the source market as part of a Package. In such cases FRT INTERNATIONAL shall be responsible for providing the TOUR OPERATOR with all necessary support to make any reservations on FRT INTERNATIONAL’s behalf.
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5.2FRT INTERNATIONAL shall ensure that all Excursion Services (whether sold by the TOUR OPERATOR as part of a Package or not) adhere with local safety standards and that in the organizing and/or contracting and/or arranging of and/or provision of the Excursions it shall be in possession of and/or it shall require that its sub-contractors and third party suppliers are in possession of appropriate licenses, permissions, insurances and documentation as required by the laws, regulations and standards of the Countries in which it operates or where the given Excursion is operated.
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6.TOUR Operators rights and obligations
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6.1The TOUR OPERATOR and its affiliates are entitled to select at their sole discretion the Services of FRT INTERNATIONAL’s portfolio and shall be authorized to in their own name calculate, package, sell and distribute the Services directly to their Clients or via retailers or through any other way of distribution.
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6.2The TOUR OPERATOR shall be solely responsible for ensuring that its Clients accept the Services rendered to them and that such Services, provided they comply with this Agreement, shall not conflict with the TOUR OPERATOR’s obligations towards its Clients or its statutory obligations or any applicable laws, including especially consumer laws which it is subject to.
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7.Reservations
7.1 Communication between TOUR OPERATOR and FRT INTERNATIONAL for reservations shall be forwarded via email, website login or XML connective.
The client shall inform all details request by supplier to create website login that
will proceed with mandatory training for the
system and allow 30 days beta test login to users develop
skills with system.
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7.2FRT INTERNATIONAL agrees to notify the TOUR OPERATOR within reasonable time upon it becoming aware of any change of Service, including changes of property name or ownership.
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8.Rates and Tariffs
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8.1The negotiated Rates and Tariffs offered via FRT INTERNATIONAL are confidential and may not be disclosed by either of the Parties to any 3rd party.
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8.2All Rates and Tariffs are NET PRICE and inclusive of all taxes if not explicitly agreed otherwise in case of specifics packages or deals.
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8.3. FRT INTERNATIONAL has the
right to cancel bookings made in case of any obvious pricing errors caused by a failed upload.
8.4 Any service or amenity not specified in a service’s content as well as extras such as telephone calls, insurance, laundry service, minibar, parking, etc. shall be paid directly by the Client to the relevant service provider in each Destination.
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9.Property content
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9.1For the duration of the Term, FRT INTERNATIONAL shall provide content descriptions and property images in electronic form to the TOUR OPERATOR at no additional cost upon request.
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9.2To offer TOUR OPERATOR’s clients a consistent style of property content and in the languages applicable to different source markets, FRT INTERNATIONAL hereby authorizes the TOUR OPERATOR to amend the narrative of the descriptive content of the property if specifications of facilities, services and items are consistent with those provided by FRT INTERNATIONAL. The TOUR OPERATOR shall be liable to its clients to the extent that any losses by its customers arise out of TOUR OPERATOR’s erroneous deviation from the property content provided by FRT INTERNATIONAL.
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10.Financial terms
An agreement setting payment terms is set out in Schedule 1 “Financial Agreement”.
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11.Confidentiality
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11.1Each party shall protect against unauthorized disclosure of the confidential information of the other party by using the same degree of care as it takes to preserve and safeguard its own confidential information of similar nature being at least a reasonable degree of care.
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11.2Confidential information may be disclosed by each party to its employees, affiliates, and professional advisers to maintain the confidentiality of the information received.
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11.3It is hereby understood and agreed that Confidential Information may be validly communicated to the following entities and/or under the following circumstances:
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••to the auditors of the Parties and/or their controlling entities.
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••to the Parties’ controlling entities.
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••to consultants that need to be informed, on a need-to-know basis, by virtue and/or for the scope of their mandate.
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••to any judicial or administrative authorities, when such a communication is required because of a judicial decree, order, or by virtue of mandatory laws.
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••in any courts of justice or before administrative authorities, where and if such communication of Confidential Information is necessary for the exercise of either of the Party’s rights.
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••to any regulatory authorities pursuant to any applicable rules that may be binding to either of the Parties.
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12.Termination
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12.1FRT INTERNATIONAL LLC and Operator shall each have the right to immediately terminate this Agreement, without other cause or prior notice to either party, in the event that each party: 1) makes an assignment for the benefit of creditors, 2) files, or has filed against it, any petition or pleading seeking any reorganization, liquidation, dissolution or similar relief, 3) takes steps leading to the termination of its business, 4) ceases to operate for reasons other than a strike, or 5) fails to pay its creditors, without just cause.
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12.2Either party may terminate this agreement immediately at any time by written notice to the other party if:
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12.2.1that other party commits any material breach of its obligations under this agreement (if remediable), which is culpably not remedied within 28 working days after the service of written notice specifying the breach and requiring it to be remedied: or
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12.2.2that other party ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement), or becomes insolvent, has a receiver, administrative receiver, administrator or manager appointed of the whole or any part of its assets or business, makes any composition or arrangement with its creditors, takes or suffers any similar action in consequence of debt or an order or resolution is made for its dissolution or liquidation (other than for the purpose of solvent amalgamation of reconstruction).
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12.3Upon termination of this agreement, each of the Parties shall within reasonable time return to the other or dispose of it in accordance with the other’s instructions all confidential information and other data and documents and copies thereof disclosed or supplied to it pursuant or in relation to this agreement and shall certify in writing to the other when the same has been completed.
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12.4. The Parties expressly agreed that, without prejudice to the termination by any cause of this contract, the reservations made and confirmed before the date of resolution will remain in force.
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13.Warranties, Indemnities, and Insurances
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13.1TOUR OPERATOR and FRT INTERNATIONAL represent and warrant to the other that they have the right and authority to enter and perform all obligations under this Agreement.
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13.2Neither Party (nor its Affiliates) excludes or limits its liability to any of the other Parties in respect of Losses arising because of:
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a)fraud or fraudulent activities;
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b)any grossly negligent or intentional act or omission or breach,
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c)death or bodily injury and/or property damage caused by negligence or
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d)any liability which by Law cannot be excluded or limited.
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13.3Notwithstanding the provisions in Section 13.2 each SUPPLIER shall only indemnify the TOUR OPERATOR against and in respect of losses, claims, expenses, costs, damages, refunds, or payments which the TOUR OPERATOR legitimately is or becomes liable to pay as a direct result of any deliberate or negligent act or omission or default or breach of FRT INTERNATIONAL or of any employee.
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13.4In the cases described in clause 13.3 each SUPPLIER shall be liable for the full amount (including legal costs of the claimant and the TOUR OPERATOR) of settlements, judgments and arbitration awards made against the TOUR OPERATOR, which are the responsibility of FRT INTERNATIONAL under this indemnity.
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13.5All indemnities by each SUPPLIER shall be subject to the TOUR OPERATOR producing all relevant documentation relating to the Liabilities it seeks to have indemnified as well as prove of respective compensation, cost, refund, or other relevant payments by the TOUR OPERATOR to the Client.
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13.6This indemnity shall remain in full force and effect even after the termination (on whatever basis and for whatever reason) or expiry of this Agreement.
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13.7TOUR OPERATOR shall defend, indemnify, and hold harmless FRT INTERNATIONAL, directors, and employees, against any losses arising out of or in connection with any complaints or claims relating to a breach of the obligations assumed by TOUR OPERATOR under this agreement provided that such claim has not arisen because of FRT INTERNATIONALS negligence and/or its material breach of this Agreement.
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14.Customer Complaints
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14.1If passengers have a complaint or problem while travelling, it is imperative that they contact TOUR OPERATOR without delay to allow us to remedy the situation to their satisfaction on the spot. Our customer service line is answered 24 hours a day, 7 days a week including all holidays.
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14.2When filing a complaint after travel, please provide our booking reference number, client name, and complete details of the complaint. If the TOUR OPERATOR did not contact our team while travelling, we reserve the right to deny compensation.
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14.3FRT INTERNATIONAL do not accept payment deduction made for pending complaints.
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15.Intellectual Property
The Parties agree that any use of their logos or other trademarks or copyright associated with each of, or any other companies associated with them shall be allowed only at the strict written approval of any of them, and at the complete discretion of the relevant Party. For the avoidance of doubt nothing in this Agreement shall be construed to allow the any of the Parties any right whatsoever to use the logo or other trademarks or copyright associated with the, or other companies associated with them. All rights of any description relating to the Parties trademarks, copyright and other intellectual property will always belong exclusively to each Party and any use must be terminated immediately on demand by any of the Parties.
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16.Customer Data
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16.1Each Party warrants that it will duly observe all its obligations under the relevant data protection laws, regulations and codes of its country of residence which arise in connection with this agreement including but not limited to those obligations relating to the customer data (which shall include information regarding TOUR OPERATOR bookings such as, for example, their names, addresses, destinations, e-mail addresses or any other information) provided by the customers in relation to a booking of a property.
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16.2Customer data may only be used for the purpose of fulfilling the reservation. Except where the customer provides the property with his expressed consent at the property during his stay.
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17.Force Majeure
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17.1For the purposes of this Agreement ‘force majeure’ shall mean unusual and unforeseeable events beyond the control of the party seeking to rely on them. Such circumstances may include (by way of example and not by way of limitation) war, threat of war, civil strife, natural or nuclear disaster, epidemics, bad weather, terrorist activity, governmental action, and all similar events.
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17.2In the event of temporary force majeure, the fulfilment of this agreement shall be suspended until the event or situation giving rise to such force majeure has ceased to exist. FRT INTERNATIONAL shall at the expense of the TOUR OPERATOR or the Client (in accordance with the rates and tariffs provided under this agreement and its annexes) take all reasonable steps to accommodate and provide comfort for the Clients, and/or depending upon the circumstances and in coordination with the TOUR OPERATOR assist in the repatriation of the Clients.
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17.3The Parties shall be entitled at any time whilst ‘force majeure’ prevails or continues and affects either any SUPPLIER or the TOUR OPERATOR to cancel any services and/or terminate this Agreement with immediate effect without incurring any penalty.
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18.General
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18.1Neither Party without the prior written consent of the other party (such consent not to be unreasonably conditioned, withheld or delayed) shall assign, transfer, charge, or deal in any other manner with this agreement or any of its rights under it, or purport to do any of the same. However, either party may subcontract its obligations under this agreement if it retains primary liability for the acts and omissions of its subcontractors as if they were its own.
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18.2The parties agree that either party may issue press releases concerning the existence of this agreement, provided that the other party has given its prior approval of the content and release in writing.
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18.3The interpretation, construction, effect, and enforceability of the Agreement shall be governed shall be governed by and construed in accordance with the laws of United States of America.
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18.4This agreement contains the entire agreement between the parties in relation to its subject matter and supersedes any previous agreements, whether written or oral.
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18.5Amendments and alterations to this contract and its appendices shall only be valid provided they have been agreed in writing by the Parties. This shall also be valid for the annulment of regulation of written form.
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18.6Should any part of these Terms and Conditions, for any reason, be invalid, illegal, or unenforceable this shall not affect the validity of any remaining portions, and such remaining portions shall remain in force and effect. Instead of such invalid, illegal or unenforceable portion the Parties shall agree to a regulation which shall be valid, legal, and enforceable and which economically corresponds as much as possible to such replaced portion. This adequately applies also for the construction of the regulations of these Terms and Conditions.
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18.7This agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and all the counterparts together shall constitute one and the same instrument.
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SCHEDULE 1
FINANCIAL AGREEMENT
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1.PAYMENT TERMS AND MODE:
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1.1.LINE OF CREDIT
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1.2.FRT INTERNATIONAL grant the TOUR OPERATOR a line of credit of $ ____________ under this agreement since the signing of the contract for one year.
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1.3.FRT INTERNATIONAL will send statements of bookings coming according to payment method and products informed in the items bellow. Once there is no amount due by the TOUR OPERATOR the line of credit shall be reactivated. FRT INTERNATIONAL reserve the right to cancel future reservations in the event of failure to receive timely payments or existence of past due balances by the TOUR OPERATOR.
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1.4.SEMI-MONTHLY PAYMENT
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1.5.FRT INTERNATIONAL will invoice all bookings for the period immediately preceding under the following model:
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1.6.Reservations made between the 1st to 15th of each month payment due 22nd of the month.
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1.7.Reservations made between the 16th to 30th or 31st of each month payment due 07th of the next month.
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1.8.The TOUR OPERATOR will have a Five (7) calendar days period following the account statement and invoices receipt to make the payment (EXCEPT PREPAID PAYMENTS). Two (2) additional calendar days are allowed due to international banking transfer times, nevertheless the TOUR OPERATOR must email the SWIFT copy to FRT INTERNATIONAL to proof the funds receipt.
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1.9.FRT INTERNATIONAL will email the semi-monthly account statement relating all invoices issued in an electronic format.
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1.10.PREPAID PAYMENTS will follow procedure below:
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1.11.FRT INTERNATIONAL will invoice all reservations for NO REFUNDABLE HOTELS, TICKETS, CRUISES or GROUPS as a PREPAID PAYMENTS according every particularizes according to the product.
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2.TOUR OPERATOR shall remit payments to FRT INTERNATIONAL in US Dollar currency via the following:
All payments to be made to these accounts:
BANK ACCOUNT: Bank of America:
Account Number: 898116093838
SWIFT BOFAUS3N – Wires Transfer: 026009593
FRT INTERNATIONAL LLC
NOTE: Bank charge (USD 30) will be pay by the client, add this amount over the invoice total.
To ensure your wire payment is properly
credited:
Please notify our Finance team by e-mail of your transfer. Notification should include: Account receiving transfer.
Date of transfer (please include Value Date) Amount of transfer
Invoices being paid by your transfer.
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3.LATE OR NON-PAYMENT
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3.1.FRT INTERNATIONAL have the right to cancel all future bookings in case of non-payment by the operator and charge all the cancelations’ police.
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3.2.In case of NON-PAYMENT FRT INTERNATIONAL will execute the debts through the justice of the United States and the country of origin of the TOUR OPERATOR.
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SCHEDULE 2
GENERAL PRODUCTS INFORMATIONS
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A.FIT & GROUP RATES.
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●●All FIT and GROUPS rates are quoted in US dollars.
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●●All accommodation rates are quoted based upon occupancy.
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●●Attractions, transfers, tickets, and circuits are quoted PER PERSON unless otherwise specified.
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●●All rates are subject to change.
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●●Rates are inclusive of all local taxes and mandatory fees. Change to local taxes are subject to change are beyond our control.
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●●Product rates are subject to change. Clients will be advised of new prices for future bookings. Existing bookings are protected at the originally booked rate price.
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●●Rate and description updates are e-mailed or online system to our clients daily. If you are not currently receiving these updates, please contact our sales team.
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●●Online Rates offer in our website or XML connective apply for individual leisure travel only and are not applicable for meetings, conventions, or group travel. Multiple bookings made for the same service and dates may be considered group travel and will be subject to cancellation and rebooking at a group rate.
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●●Rates are quoted EP (no meals) unless otherwise specified.
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B.ACCOMMODATION
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●●Minimum check in age is 21 unless specifically noted otherwise.
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●●Handicapped accessible rooms should be requested at the time of booking.
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●●Bedding is not guaranteed. A double room may have one bed or two beds. If two beds are required, a request must be made at time of booking and is subject to availability at the time of check-in. Triple and quad occupancy are generally accommodated in a room with 2 double beds, one of which may be rollaway. Rollaway beds are on request only and must be paid directly to the hotel at the point of check-in. Requests for cribs are also on request and any charge must be paid locally at the time of check-in.
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●●Hotels check in time is approximately 4 pm and check out time approximately 11am. These times are guidelines and will vary depending on hotel and geographic location. Early or late check in/out may incur fees.
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●●Some hotel facilities (i.e., swimming pool) may not be available due to weather, seasons, or other circumstances.
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●●Complimentary parking or parking fees are correct at time of publication but are subject to change without notice.
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●●Added value features (free nights, free meals, or other added values) are often for limited periods and are subject to change. Added value offers are non-refundable if unused.
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●●“Free nights” may be subject to hotel service fees such as daily resort fee. Our booking system will deduct the least expensive night from the booking in the case of different rate seasons.
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●●As soon as FRT INTERNATIONAL receives renovation/construction information, will immediately advise the client our sales team or marketing news, of any changes to or affecting the arrangements in any respect which could reasonably be expected to negatively affect any passengers even when made by a third party (for example building work, opening a new bar, etc..).
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●●A hotel may close at any time due to circumstances beyond the control of FRT INTERNATIONAL. When this occurs, FRT INTERNATIONAL will do its utmost to help rebook existing clients in similar accommodation. However, any additional cost involved for alternate accommodation is the responsibility of the client and not FRT INTERNATIONAL.
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C.FRT INTERNATIONAL CIRCUITS ESCORTED TOURS
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●●Tour prices do not include guide gratuities.
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●●FRT INTERNATIONAL reserve the right to substitute hotels of an equal or higher standard.
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●●In cases of Force Majeure, FRT INTERNATIONAL reserve the right to change an itinerary or cancel a portion of the tour without refund if certain inclusions are not available due to weather, road closure, inaccessibility, or any other reason beyond our control.
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●●Prices is public per person and commissionable in 25%, in US dollars, changed and confirmed according to availability of suppliers involved at time of booking. FRT INTERNATIONAL reserves the right to change prices during the year in accordance with new policies applied by FRT INTERNATIONALs involved.
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●●Ticket Policy: All attraction tickets are in electronic format which can be used or exchanged directly at the entrance of each park. It is the agent's responsibility to verify all information contained in the ticket / voucher received. If any information is wrong or the e-ticket has not been sent within 3 days after payment, it is mandatory or contact our team immediately. Far We will not refund and / or issue a ticket under a new contract if the above deadline is not met. Consult your agent for instructions.
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●●Limited space, maximum 1 carry-on luggage and 2 suitcases per person, without exception.
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●●Circuit and package operation can be performed on SUVs, Vans, or Buses, always respecting the comfort and the number of participants in each exit.
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●●It is possible to purchase additional nights before and after the circuits, as well as add optional excursions to all packages and services.
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●●FRT INTERNATIONAL reserve the right to change the hotels registered in the programs due to availability, renovations, events, or any other situation, whenever we observe the same category or above information.
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●●Hotels from selected programs may charge resort fees directly upon check-in.
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D.CANCELLATION POLICIES
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●●FRT INTERNATIONAL have cancellation policies that may differ from a supplier. Waiver of a supplier’s cancellation fee does not imply that there will be no cancellation fee from FRT INTERNATIONAL.
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●●All cancellations must be made in writing or straight into the system and will be confirmed by FRT INTERNATIONAL.
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●●Cancellations or modifications to bookings cannot be made directly with suppliers. If cancellation is not made with FRT INTERNATIONAL and reconfirmed, the booking is considered valid and will be billed.
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●●Passengers who wish to modify or cancel bookings while travelling must contact the TOUR OPERATOR that will contact FRT INTERNATIONAL.
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E.CANCELLATION POLICIES FOR FRT INTERNATIONAL CIRCUITS ESCORTED TOURS
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●●Up to 31 days: na charge
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●●30 – 26 days 20%
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●●25 – 20 days 30%
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●●19 – 15 days 50%
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●●14 – No show 100%