TERMS OF CONDITIONS AND USE OF SOFTWARE

In compliance with Article 10 of Law 34/2002, of July 11, 2002, of Services of the Information Society and Electronic Commerce, the Holder exposes its identification data.

Vyootrip and the agency (the "Parts" or the "Part) acknowledge sufficient legal capacity for the execution of this document.  

EXHIBIT

  1. Vyootrip is a Spanish travel agency with license number 237342-3, which has created an innovative web platform and app through which it provides business travel booking services, and the agency wishes to make use of such web platform and app and the business travel booking services offered by Vyootrip.  
  2.  Vyootrip and the agency agree that this Agreement may be extended to agencies of the agency's group after prior approval by Vyootrip.  

SPECIAL CONDITIONS

1.-Estimated agency's GGMV:   

2.- Fee for Services:  will be applied at a rate of 1% by reservation through the platform.  

3.- GMV's commitment:  NOT APPLICABLE    

4.- Penalty:  NOT APPLICABLE   

5.- Deadline:  See Clause 8 of the Contract.    

This Agreement includes these Special Conditions, the General Conditions, and the Terms of Use and Privacy Policy of the Vyootrip website. The following decreasing order of precedence shall apply in case of conflict: (i) Special Conditions, (ii) General Conditions, (iii) the Terms of Use of the Vyootrip website and (iv) the Privacy Policy of the Vyootrip website. For the sake of clarity, in case of conflict between the Special Conditions and the General Conditions, the Special Conditions shall prevail.    

(1)"GMV"means the total amount spent by the customer on the Vyootrip platform during a year.

SPECIAL CONDITIONS

1- Vyootrip will provide the Client, business travel services, including: (i) availability check and advice on optimal and cost-effective transportation* and accommodation worldwide; (ii) advice on fares, company incentive programs and other benefits offered by suppliers; (iii) issuance of air, train and other travel related tickets; (iv) reservation of hotel rooms; (v) reservation of rental cars, taking into account the client's corporate rates; (vi) other travel agency services, real time reports of trips made by each traveler, transactions made by the company to Vyootrip for each booking, unified invoice, regular information updates on new services and important changes.   

*Vyootrip is not responsible in case of incidents with airlines for delays due to weather or other causes that may cause loss of other connecting flights or not connected. The same applies to any other method of transport that may cause loss of other transport for reasons beyond Vyootrip. Being the responsibility of Vyootrip in such cases, to make the pertinent claim of any incident of the traveler with the airline, or another transport being able to be favorable or not the partial or total recovery of these expenses generated by the delays, since as it is indicated they are causes other people's to Vyootrip.  

2- Vyootrip will provide 24/7 customer service to assist the traveler with any questions or issues that may arise, in addition to specialized phone numbers and preferably managed by the Vyootrip team, as well as an email. These are: 648200516.  

3- The following service level commitments shall apply with respect to Customer Service:  

  • E-mail: 90% requests will be answered within 2 hours. 
  • Telephone: calls 90% will be answered in 20 seconds. 
  • Chat: the 90% chat messages will be answered in 3 minutes  

4- Vyootrip will act in good faith and guarantees that it will offer the Client a fair and reasonable range of service providers, and that any bonuses that Vyootrip may receive from its service providers will not affect the independence and impartiality of its offer to the Client. 

5- Standard rate. - Unless otherwise agreed in the "Special Conditions" section, Vyootrip will charge the Customer the agreed rate, being this a Fee of 0.00 EUR per trip for 6 monthsAfter this date, the customer will switch to the selected plan.  

6- The client is responsible for communicating to his employees, that Vyootrip will have access to personal data, to be able to give them access to the Vyootrip platform. The use of these data is merely to be able to reserve some special service without having to ask for any data for the reservation. To be able to proceed to the realization of the reservations.   

7- Vyootrip and the Customer agree that these terms and conditions may bind the Customer's Subsidiaries (Subsidiaries) at the Customer's written request. These Affiliates will be registered in the Client's account with Vyootrip. Once this Agreement has been signed, the Customer may extend it, subject to the prior written approval of Vyootrip. In case the Customer wishes to add new Affiliates to this Agreement, he/she must send his/her request in writing. The verbal requests or not formulated in writing will not be valid. The Client will have to indicate in writing the denomination, the CIF and any other relevant information of its Affiliates to which will be invoiced by the services.  

8- All services and reservations must be paid immediately by the Client by credit card. With a limit established according to the monthly expenditure on corporate travel, being the amount of this credit, the average amount spent monthly by the company on travel. This card will be used for the payment of reservations for accommodation and transportation. If the amount allocated monthly to corporate travel is higher than the established amount, the company must extend this credit. 

9- This Agreement shall become effective as of the date signed by the last of the signatory Parties and shall remain in force for an indefinite period of time, unless either Party gives written notice of its desire to terminate it with at least one month's prior notice. The Agreement may be terminated by either party upon fifteen (15) calendar days written notice to the other party in the event of material breach (the breach may be cured if curable). 

10- The Privacy Policy available on Vyootrip's website will apply to the Client and, if applicable, to the Subsidiaries. Vyootrip acts as Data Processor in relation to the personal data of the travelers of the Client and the Subsidiaries. Vyootrip's Privacy Policy (available athttps://www.vyootrip.com/ ) contains the obligations that Vyootrip assumes as Processor as required by Article 28.3 of the European Regulation 2016/679 of 27 April 2016  (commonly known as "GDPR"). 

11- By checking the box on the acceptance form, the Customer in his own name and representation and on behalf of the Subsidiaries, if applicable, declares that he knows and expressly accepts the Terms of Use and the Privacy Policy of the Vyootrip website available at https://www.vyootrip.com/ updated periodically. Vyootrip will inform the Client in writing with a reasonable advance in case of substantial modifications to the Conditions of Use and the Policy of Privacy. In the case that the Client does not accept such modifications, the Parties will use their better efforts in reaching an agreement. If they do not reach an agreement within 30 days from the day on which the Customer communicates its disagreement, the Customer shall have the right to terminate the Agreement (which shall not relieve the Customer from any outstanding obligations).   

The Customer acknowledges that any of its employees, who make use of the Vyootrip platform as a result of this Agreement, shall be subject to the Terms of Use and Privacy Policy, as updated from time to time. 

12- The company and the traveler must make a good use of the platform knowing: 

  • If a reservation made is non-refundable, and later, for whatever reason, it is cancelled, you must pay the full amount of the reservation, since it is non-refundable and has expenses from the moment of its creation.  
  • The flight and train reservations are both non-refundable, being able to make the necessary changes by mistake or for any reason, assuming an additional cost for such changes. The price is established by the airline or train.  
  • If a reservation has to be cancelled due to extraordinary causes, a handling fee will be charged.  

The ability to cancel or modify a travel product or service, as well as how to do so, will depend on the terms and conditions of the travel provider involved (airline, hotel, etc.), ...). At the time of confirmation of the purchase, the customer will be informed if he/she is choosing rates that allow changes and/or are refundable, and what the applicable charges are. 

If the traveler makes a reservation by mistake, as far as possible, the error can be corrected as long as it has not entered in expenses since it would have to cancel it and make it again with the cost that this implies. If it has not been charged, the user can cancel it and rebook it correctly without any additional cost.     

13- The Client authorizes Vyootrip to use the Client's name, brand and/or logo (following the designs and instructions informed by the Client to Vyootrip from time to time) for the purpose of identifying the Client as a client of Vyootrip on the Client's website and mobile applications. Any other use of the Client's name, brand and/or logo for promotional purposes shall be subject to the prior written approval of the Client.   

14-

14.1 Vyootrip will be responsible in case of willful misconduct or gross negligence.  

14.2 In case of simple negligence, Vyootrip will be responsible for inexcusable breach of an essential contractual obligation, understanding as essential obligation that obligation whose fulfillment is an indispensable requirement for the proper execution of the Contract and on which the other party can generally rely.  

14.3 Vyootrip will be responsible in relation to the reservations and the advice of the travel services. Once the service has been booked and the booking is complete all terms and conditions and other terms of the service provider shall apply in the relationship between the Client and the service provider. VyooTrip will not be responsible for any non-compliance, defect or deficiency during the provision of the services by the service providers.  

14.4 Vyootrip's liability described in clause 13.2 is limited to economic loss or property damage borne by the Customer.  

15- The Client wishes to provide certain information to Vyootrip (for the purposes of this confidentiality clause, the "Recipient") in the context of the services to be provided by the Recipient through the Vyootrip Platform.  

The Client considers the information to be provided by the Client as confidential and therefore taking into account that the Client makes such information available to the Recipient, the Recipient undertakes to the Client on the terms set forth below.  

For the purposes of this confidentiality clause, the term Confidential Information includes information provided by the Client or Affiliates, either belonging to the Client or to the Affiliates for the purpose of providing the services through the Platform, in writing (including by facsimile or other forms of electronic transmission) or verbally.  

16- This Agreement supplements the Privacy Policy of the web of Vyootrip that are applicable. This Agreement contains the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior written or oral agreements between the Parties relating to the subject matter hereof.   

This agreement may be signed in separate instruments. In such case, each and every instrument shall be deemed an original and together a single instrument. A signature delivered by electronic or facsimile means or by means of digital signature elements shall be effective to bind the signing party. Confidential Information shall not include information that (i) is public at the time it is provided; (ii) becomes public (in any manner, other than as a result of a disclosure by the Recipient contrary to the terms of this Clause); (iii) was already lawfully in the possession of the Recipient without any restriction on use or disclosure prior to being provided; or (vi) is required to be disclosed by law or regulatory body or by any court or tribunal of competent jurisdiction.  

 The Recipient must: (i) keep private and confidential the Confidential Information provided by the Client or the Affiliates and not disclose it to any person other than those who must necessarily have access to it by the agreement of services provided through the Vyootrip Platform, including, but not limited to, flights, trains and other travel tickets, rental car booking and related vehicle insurance, accommodation booking, seat booking, and any other travel services requested by the Client; (ii) to check that all persons to whom the Client provides the Confidential Information (in accordance with this Clause), are informed of the terms of this clause and these persons are required, prior to providing the information to them: (i) to respect the terms of this confidentiality clause or that they are bound by terms no less restrictive than those contemplated herein; (iii) to use the Confidential Information for the sole purpose of providing the services agreed to in this Agreement; (iv) to keep the Confidential Information and any copies thereof secure so as to prevent unauthorized access by third parties, without making copies thereof or reproducing it in any way except to provide the same to those whose disclosure is permitted in accordance with this confidentiality clause.    

If for any reason, the Client requests the return of the Confidential Information, the Receiver will return the Confidential Information as soon as possible or confirm in writing that it has been destroyed. To the extent that this Confidential Information has been stored in the files or electronic systems of the Receiver, the Receiver shall not be obliged to destroy it, but shall use reasonable efforts to have this information removed from those systems.   

The confidentiality obligations set forth in this clause shall continue in effect with respect to any Confidential Information that has been withheld.   

17- This Agreement is subject to the laws of Spain. The Parties agree to submit any dispute or claim that may arise from this Agreement to the exclusive jurisdiction of the courts of the city of Jaén.  

WHEREBYThe Parties validate this Agreement by the Customer's acceptance on the form.

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