Please read these terms and conditions carefully. By accessing,
browsing, reviewing and in any other way using the Ortharize
platform, you acknowledge that you have read, understood and agree
to be bound by these terms and conditions without limitation or
qualification that you shall comply with all applicable laws,
rules and regulations. If you do not agree to be bound by these
terms and conditions, you should stop using the Ortharize
Any mention of The Client, refers to your organisation and any
users of the Ortharize platform from within your organisation.
These Terms and Conditions are applicable to an organisation that
is using the Platform with a Professional or Premier account.
Ortharize is a business travel agent which operates a technology
platform that enables users to search for transport and
accommodation bookings for business travellers. The Client wishes
Ortharize to provide business travel booking Services as defined
in this Agreement; and; The Client qualifies as either a
Professional or Premier subscription holder entitled to those
Services and benefits and other commercial terms as set out in
this Agreement (which differ from the terms applicable to
The Services are to be supplied for both domestic and overseas
travel services in the United Kingdom under the terms of this
Ortharize Travel Service Agreement or any revisions or changes
advised in writing by Ortharize from time to time ; and
The Parties have agreed that the Services supplied by Ortharize to
the Client shall be on an exclusive basis for the Term unless this
Agreement is terminated under clause 9 or expires without renewal.
The Parties agree that payment for the "Services" shall be paid by
the Client on a "Transaction Fee" basis, by which the Client pays
Subscriptions or charges to Ortharize and will provide all
payments to Travel Suppliers for Bookings at the point of sale by
Card to enable Ortharize to provide the Services, and Ortharize
shall be remunerated by the Subscriptions and payment of
Transaction Fees and other charges as set out at Schedule 3 of
The Parties agree that the Services provided under this Agreement
(or any combination of them) are supplied by Ortharize as agent
for the supplier concerned by way of business travel and are not
to be construed as forming a package holiday or tour, or linked
travel arrangement such that either party is required to comply
with the Package Travel and Linked Travel Arrangements Regulations
The following words and expressions have the following meanings,
unless they are inconsistent with the context:
- "Agency Debit Memo" means any additional charges or
adjustments to the cost of an airline ticket imposed by the
airline and paid by Ortharize.
- "Agreement" means this Ortharize Travel Service Agreement
- "Ortharize Prices" means the pricing schedule relating to
the provision of the Services and set out at Schedule 3.
- “Bookings” means the reservation of airline and ferry
tickets, hotel and other accommodation and car hire.
- “Card” means any credit or debit Card presented or
advised to Ortharize for payment in full at the point of sale or
earlier to be used for the purchase of the Services including
airline and rail tickets, hotel reservations and car hire, the
purchase of foreign exchange and for payments to Travel
Suppliers (including any amendment or cancellation charges) and
the charges of Ortharize for the provision of the Services and
not for any other purpose.
- "Commencement Date" means the date that the order form is
signed by The Client.
- "Confidential Information" means any information relating
to either Party or any Affiliate which is commercially
sensitive, proprietary or otherwise confidential in whatever
form that comes into the other Party's possession directly or
indirectly, including Traveller itineraries and profiles,
pricing and financial information and software.
- "Covid 19" means the coronavirus pandemic, (including any
subsequent disease or pandemic) and associated Government
intervention affecting the operation ,performance or
cancellation of the Services, any mandatory or preferred steps
affecting transport and travel (including lockdowns, quarantine,
travel bans, travel insurance exclusions, passenger and
traveller restrictions and advices of the Foreign and
Commonwealth Office or any other domestic or overseas regulator
recommending changes, deferral or cancellation of the Services
including advice against travel or other consequences of the
- “CPI” ” means the Consumer Price Index published in the
United Kingdom from time to time.
- "Eligible Traveller" means a Traveller who is authorised
by the Client to receive the Services.
- "Exit Charges" means those charges to be paid by the
Client to Ortharize as set out at Schedule 3 arising from the
early termination by the Client of this Agreement.
- “Force Majeure Event” is defined in clause 52 and shall
include any event arising from or associated with Covid 19
- "GDPR" means the General Data Protection Regulation (EU)
2016/679 governing the control and processing of personal data.
- "Hardship" means a substantial change in business,
technical or commercial market conditions, or a substantial
change in governmental or other regulations affecting the
performance of this Agreement.
- “Key Performance Indicators” means those service level
indices set out at Schedule B.
- “Implementation Costs” means any cost of the
implementation, installation and use of any new technology or
other systems and other set up costs and charges that the
Parties agree have been incurred by Ortharize to provide the
- "Party" and "Parties means either Ortharize or the Client
or both as the context provides.
- “Regulations” means the Package Travel and Linked Travel
Arrangements Regulations 2018, the Civil Aviation (Air Travel
Organisers’ Licensing) Amendment Regulations 2018, the General
Data Protection Act Regulation ('GDPR'), all relevant IATA
Resolutions and Rules, and all local rules, regulations laws and
statutes applicable to the booking of the Services by Ortharize
with a Travel Supplier.
- “Services” means those travel management services,
foreign currency exchange services and Bookings set out in
Schedule 1 agreed to be procured by Ortharize.
- “Service Level Agreement” means the agreement concerning
the quality of the Services Ortharize is to provide and set out
at Schedule 2.
- "Subscriptions" means an agreed sum payable monthly for
the provision of the Services, and any associated merchant fees
terminable on 30 days-notice as set out at Schedule 3.
- "Term" means the term of this Agreement and any renewal
under clause 8.
- "Territory" means the United Kingdom.
- "Transaction Fees" means the price per Transaction
charged by Ortharize and detailed in Schedule 3.
- "Travel Supplier" means any third party supplier
providing travel services such as airline carriers, railways,
hotels and car rental companies which Ortharize may book (or
fulfil a booking for such services) on behalf of an Eligible
- "Traveller" means an employee, consultant or other
authorised individual of the Client ("Eligible Traveller") who,
at the request of the Client, travels on a booking made or
fulfilled by Ortharize or the Travel Supplier pursuant to this
Appointment, Services and Quality
The Client hereby appoints Ortharize as its exclusive Supplier
of the Services in the United Kingdom to the extent that during
the Term the Client shall not seek to place orders for the
Services with a competing travel management company
Ortharize shall act within specific instructions of the Client's
senior authorized management team (or others nominated by them)
and will perform the Services competently and to the standard of
an experienced travel management company for the Term.
The Client shall be entitled to the level of service and
benefits of either a Professional or Premier subscription
(depending on what has been chosen by The Client) under this
Agreement for the Term, subject to these terms and conditions.
Ortharize reserves the right to revise these terms and
conditions during the Term. Such revisions shall be notified to
the Client in writing and shall be deemed to be accepted if the
Client does not object within 14 days of receipt of the change.
To the extent that Ortharize subcontracts any part of the
Services, this shall take place on the understanding that
Ortharize remains fully responsible and liable to the Client as
set out in this Agreement, including for the acts and omissions
of any sub-contractor.
Ortharize shall provide the Services in accordance with the
Service Level Agreement ('SLA') and the Key Performance
Indicators set out at Schedule 2
Making Bookings and Managing Transactions
Subject to meeting the financial criteria of Ortharize,
including the payment of Subscriptions, bookings may be made for
the services of Travel Suppliers which may be placed with the
Supplier by the use of the Ortharize platform or by online
booking or by telephone.
Following any booking Ortharize will forward tickets
electronically as soon as these become available.
Ortharize will manage cancellations or alterations to tickets
and bookings at the request of the Client subject to the
Supplier’s booking conditions and where permitted or possible
will refund the Client the sums paid less any applicable
charges. Refunds may not apply to cancellations or changes that
are not permitted by the Travel Supplier or which arise due to
Financial Arrangements and Subscriptions
Ortharize shall be paid for the Services provided by Travel
Suppliers (including sums due for any foreign currency exchange)
and for the charges of Ortharize at the time of Booking by Card
as set out at in Schedule 3 and under clause 3 together with
VAT, where applicable and shall further pay any price
adjustments required by any Travel Supplier such as for taxes,
surcharges, ADM's and price increases or other miscellaneous
Ortharize shall be entitled to charge Subscriptions in advance
to the Client for using the Services which are more particularly
set out at Schedule 3. Such Subscriptions shall be terminated by
the Client upon 30 days-notice to Ortharize. The Client agrees
to pay any outstanding fees including any Exit Charges (45% of
the remaining subscription fees) that may apply.
Ortharize shall be entitled to Transaction Fees and any other
charges or costs as set out at Schedule 3 for all Transactions
and Bookings, which shall be paid at the time of booking by the
use of the Card submitted to the Client for payment at the point
In addition to Transaction Fees and payment for Travel Supplies,
Ortharize shall be entitled to charge the Client for card
charges, admin fees, self-booking tools and other technology
solutions and under-utilisation charges.
Ortharize shall be entitled to be paid an annual cost of living
adjustment to any fees payable under this clause by the annual
addition of CPI, calculated from March annually during the Term.
In the event of a significant change to the UK economy or the
costs associated with providing the Services increase for any
other reason, Ortharize shall have the right to amend the
Transaction Fees at any time. In the event that no agreement can
be reached between the Parties relating to revised Transaction
Fees then Ortharize shall have the right to terminate this
Agreement upon 1 month’s written notice to the Client.
Ortharize reserves the right to review the prices set out in the
Ortharize Prices annually. Amendments may be introduced in this
way following each anniversary of the Commercial Date.
Fees for payment by Card:
For any payment to Ortharize by Card Ortharize may charge an
additional fee (for an administration fee or service fee)
Any Third Party fees will be submitted to the Client for
payment when incurred.
Ortharize Implementation Costs for implementing the Services
include set up costs and implementation and training costs. In
the event that the Client terminates the Agreement for
convenience within 12 months of the Commencement Date then the
Client shall reimburse Ortharize for any agreed implementation
Costs. These fees do not include any managed implementation fees
for additional services that the Client may have taken up
In the event that the Client defaults in making payment to
Ortharize under this clause, Ortharize reserves the right to
cancel services and withhold tickets and Bookings and other
services, including platform access, until payment is received
in full from the Client.
Hotel Payments and Bill Backs
For hotel bookings where payment has not been made under Clause
4.1 full payment will be made for all hotel Bookings (including
any sums due for any extras, food or beverage or other items due
to the hotel) in one of the following ways
- By payment using the Client's Card;
- By payment in full by the Client to the hotel directly;
- By Ortharize's use of the Card;
Following receipt of a bill back from the hotel concerned by
applying a charge against the Card.
By direct debit payments direct to Ortharize, where this has
been authorised for the client’s account by Ortharize.
Billing and Payment Terms
The Client shall nominate at least one Card to which Ortharize
shall charge all the Client's travel related purchases including
the payment of Travel Suppliers made under clause 4.1.
Ortharize shall submit invoices to the Client for all agreed
transactions where the Parties agree that the Card is not to be
used with full and adequate supporting documentation and such
charges shall be paid by the Client within seven days of receipt
The Client shall within 14 days of demand by Ortharize pay all
applicable taxes and miscellaneous charges including but not
limited to, non-standard IT services or online implementation,
sales and use taxes, prepaid ticket charges, cancellation charges,
airline service fees, penalty fares, Agency Debit Memos and under-
utilisation penalties incurred by the Client.
Unless expressly agreed between the parties in writing on the
Ortharize account application, the term of this Travel Service
Agreement shall commence on the Effective Date and shall
continue for three (3) years from the Commencement Date ('the
This Agreement shall automatically renew for additional periods
of 12 months upon expiry of the Initial Term, unless the Client
terminates the Initial Term (or any subsequent renewal) pursuant
to clause 9.1 by giving notice in writing prior to 3 months
before the expiry of the Initial Term or any further Term.
Termination and Parties Rights
Subject to the terms of this Clause 9, this Agreement may be
terminated by either Party without cause at any time upon three
3 months’ prior written notice to the other party. In the case
of termination by the Client under this clause, termination must
be made in writing to
with termination to take effect three months thereafter.
Either Party may terminate this Agreement in the event of a
material or significant breach by the other Party of its
obligations specified in this Agreement. The non-defaulting
Party shall give written notice to the other party, specifying
the nature of the breach and, if such breach is not remedied
within thirty (30) days from date of such notice, then the
non-defaulting party shall have the right, at its option, to
terminate this Agreement. Such Termination shall not relieve or
release either Party from any accrued rights, liabilities or
obligations and shall be in addition to all other rights and
remedies available to the non-defaulting Party.
This Agreement may be terminated forthwith by notice in writing
to the other party (“Defaulting Party”), if on the occurrence of
an Insolvency Event in relation to the Defaulting Party.
"Insolvency Event" means any of the following: (I) a meeting of
creditors of Defaulting Party being held or an arrangement or
composition with or for the benefit of its creditors being
proposed by or in relation to the Defaulting Party; (ii) a
charge holder, receiver, administrative receiver or similar
person taking possession of or being appointed over or any
distress, execution or other process being levied or enforced
(and not being discharged within seven (7) days) on the whole or
a material part of the assets of the Defaulting Party; (iii) the
Defaulting Party ceasing to carry on business or being unable to
pay its debts; (iv) Defaulting Party or its directors or the
holder of a qualifying floating charge giving notice of their
intention to appoint, or making an application to the court for
the appointment of, an administrator; (v) a petition being
presented (and not being discharged within twenty eight (28)
days) or a resolution being passed or an order being made for
the administration or the winding-up, bankruptcy or dissolution
of the Defaulting Party.
In the event of termination of this Agreement by either Party,
Provide the Services to the Client in accordance with the
terms of this Agreement until the effective date of
termination and return to the Client any advance payment for
Services that are not to be provided, minus any deductions
that are non-refundable.
Co-operate with the Client to enable transition of the
Services to another travel management service provider
selected by the Client.
Complete all necessary documents prior to the effective date
of termination required by Ortharize or other suppliers of
systems and equipment for the transfer or removal of
reservations system equipment from the site (if applicable).
A reasonable charge may be applied to cover the cost of any
incremental work that this requires.
Return all proprietary and confidential information in
accordance with this Agreement
Return all assets belonging to the Client together with all
proprietary and confidential information of the Client and
allow the Client access to Booking and travel information
for a period of up to 12 months following termination to
allow the Client to complete its records and to finalise
queries. A subscription shall be payable if full access to
the Ortharize platform is required during this period.
Upon the expiry of the Term, the Parties shall hold over under
the terms of this Agreement until a further Ortharize Travel
Service Agreement is entered into, and the period of notice to
be given by either Party to the other shall be three months’
In the event that the Client terminates this Agreement under
clause 9.1 by serving a 3 month notice without cause and when
such notice is served within 12 months from the Commencement
Date, then the Client shall repay to Ortharize any
Implementation Costs incurred and which may have been agreed
between the parties.
The Client and Ortharize acknowledge that if any of the Services
begin to be carried out by the Client or a new supplier of
travel services (“New Supplier”) upon termination or expiry of
this Agreement, on such termination or expiry of the Services
the Transfer of Undertakings (Protection of Employment)
Regulations 2006 (as amended) (“TUPE”) may apply so as to
transfer the contracts of employment of Ortharize's employees
who perform part or all the Services (“the Relevant Employees”)
to the Client or New Supplier as the case may be.
In the event TUPE does apply so as to transfer the contracts of
employment of any or all of the Relevant Employees to the Client
or New Supplier Ortharize will indemnify the Client and/or the
New Supplier against any costs claims demands liabilities
expenses damages or losses (including penalties and legal
expenses) (“Relevant Claims”) arising out of or in connection
with the employment or termination of employment of any Relevant
Employee during the period before the date of transfer to the
Client or any New Supplier. Save for any conduct, act or
omission attributable to Ortharize for any period prior to the
date of transfer, the Client shall indemnify Ortharize for all
Relevant Claims arising after the date of transfer. Ortharize
shall comply with the relevant TUPE consultation provisions in
relation to any transfer as contemplated by this clause and
shall indemnify the Client and the New Supplier against any
failure by them to so comply except where such failure is
occasioned by the default of the Client or the New Supplier. In
the event TUPE does not apply so as to effect a transfer as
envisaged by this clause Ortharize shall indemnify the Client in
respect of any statutory or contractual redundancy payment which
shall be payable to any such Relevant Employee where all or part
of the Services cease to be provided by the Agent pursuant to
Subject to receiving an appropriate written request for
information from the Client, Ortharize shall, not later than
three months prior to the expiry of this Agreement (or if the
Agreement is terminated, as soon as possible after notice of
termination has been served) (save to the extent it is
prohibited by law) provide the Client with a list of those
persons engaged by Ortharize in the supply of Services and in
respect of each person shall provide material details of each
person’s principle terms and conditions of employment. Such
information provided by Ortharize shall be accurate in all
Ortharize shall not, other than in the ordinary course of
business, make any material changes during the three months
prior to the expiry of this Agreement or if earlier at any time
after notice has been served to terminate this Agreement to the
Relevant Employees principle terms and conditions of employment
without the prior written consent of the Client who will not
unreasonably withhold or delay such consent.
Use of Technology
The Parties acknowledge that in connection with the Services,
Ortharize may provide the Client with access to and use of
proprietary software and other technology. Ortharize hereby grants
to the Client a limited non-exclusive license to use such
technology for the Term.
Records and Audits
Ortharize shall maintain complete and accurate accounting
records in a form that complies with standard accounting
practices, to substantiate any credits, payment for Bookings,
receipt of Corporate Commissions and the incurrence of other
charges under this Agreement. Ortharize shall retain such
records for at least twelve months from the date of termination
of this Agreement.
Ortharize shall hold Central Reservation System electronic data
relating to all Bookings on site for a period of 6 months.
The Client shall upon giving reasonable notice in writing to
Ortharize be given access to such records, documentation, files
and inventory as they pertain to the Client for the purpose of
audit during the Term of this Agreement and for one year
thereafter. Such audits shall be performed by the Client or its
designee and there shall be no charge to the Client from
Ortharize in that regard.
Ortharize is a self-service booking platform and is not
responsible for the accuracy of Bookings made by the Client
under this Agreement. It is the Client’s responsibility to
ensure that any Bookings are in line with their expectations and
meet their needs. Responsibility for all fees associated with a
Booking rests wholly with the Client. Any errors must be
reported in a timely manner and within 24 hours of the Booking
being made and may not even then warrant a full refund.
Ortharize shall indemnify and hold the Client and its employees,
directors, sub-contractors, agents and/or customers harmless
from and against any costs, losses, liabilities and expenses,
including reasonable legal costs arising from, relating to or
resulting directly or indirectly from any breach by Ortharize of
this Agreement; or by reason of any negligent act or wilful
misconduct of Ortharize, its agents, servants or employees
performing Services under this Agreement.
The Client shall indemnify and hold Ortharize and its directors,
employees, sub contractor's and Affiliates harmless from and
against all claims, losses, liabilities and expenses including
reasonable legal costs arising from any proven negligent act or
wilful misconduct of the Client, its servants, agents or their
respective employees. In particular, such indemnity shall apply
for such claims arising from the use of travel related services
not recommended or endorsed by Ortharize.
4. In making Bookings and providing Services under this
Agreement Ortharize acts as agent only for those Travel
Suppliers named in the itinerary with whom the Client has its
own legal arrangements. Ortharize does not guarantee or ensure
the performance of those Travel Suppliers with whom the Client
may have booked arrangements as part of the Services provided.
Ortharize shall not be responsible for any direct or indirect
damages resulting or losses arising from the acts or omissions
of any Travel Supplier unless such damages arise or are
contributed to by the negligence or default of Ortharize and
which do not arise by any error or mistake made by the Client or
its employees servants or agents in making any booking
themselves on the Ortharize platform.
Ortharize shall have no liability regarding additional costs or
claims arising from changes or cancellation of any Supplier
Services (whether in the UK or in any destination country) or
the other services under this Agreement arising from Covid 19 or
any other conditions applied to travellers (whether directly or
indirectly) arising from the pandemic. Ortharize where possible,
will assist the Client in making any claims against Travel
Suppliers. Both parties shall be entitled to terminate upon 30
days written notice where the Agreement becomes impossible to
perform due to the effects and consequences of Covid 19
In no event shall either Party be liable to the other for any
loss of profits, any incidental, special, exemplary or
consequential damages or any claims or demands brought against
the other Party, even if the claiming Party has been advised of
the possibility of such claims or demands.
During the Term, Ortharize shall maintain in force with a
reputable insurance company professional indemnity insurance and
shall, on the request of the Client, produce both the insurance
certificate giving details of cover and the receipt for the
current year's premium. Such cover may exclude any insurance
indemnity relating to claims arising from Covid 19.
Relationship of Parties and Traveller Benefits
The Client and Ortharize are independent contractors for the
purpose of performance of the Services and shall not be joint
venturers, or partners. Neither one shall be construed as the
other's agent and neither one is authorized to commit the other
to any obligations to third parties except as may be otherwise
expressly agreed or in the ordinary course of Ortharize
providing services to the Client.
Ortharize operate a system of ex-gratia traveller benefits
including reward points and possible charitable donations for
the benefit of the Traveller using the Services and to reward
customer loyalty. These traveller benefits and reward points
have no commercial value, and the Client should obtain its own
tax advice concerning the status of these points. For the
avoidance of doubt, unused reward points and other ex gratia
benefits shall be cancelled at the expiry or earlier termination
of this Agreement.
The Client hereby agrees to use Ortharize and its Services and
to receive reward points because it believes Ortharize offers
the best mechanism for booking travel and encouraging costs
savings within their business, as well as warranting that it is
not using the platform to launder money or avoid taxable
Compliance with Laws
In each jurisdiction where the Services are provided, Ortharize
shall at all times maintain its trading licences and shall comply
with all laws and regulations applicable to the Services including
In performing its obligations under the Agreement, the Client
and Ortharize shall:
comply with all applicable anti-slavery and human
trafficking laws, statutes, regulations from time to time in
force including but not limited to the Modern Slavery Act
comply with any anti-slavery policy of the Client or
not engage in any activity or practice that would constitute
an offence under the Modern Slavery Act 2015 if such
activity, practice or conduct were carried out in the UK;
ensure that contracts with affiliates, subcontractors and
suppliers include anti-slavery and human trafficking
provisions that are at least as onerous as those set out in
this clause 17.
Ortharize shall implement a system of training for its
employees, suppliers and Affiliates to ensure compliance with
Breach of this clause 17 shall be deemed to be a significant
breach under clause 9.
Compliance with Anti-Bribery Laws and Policies
In performing its obligations under the Agreement, the Client
and Ortharize shall:
comply with all applicable laws, statutes and regulations
relating to anti-bribery and anti-corruption including but not
limited to the Bribery Act 2010.
not engage in any activity, practice or conduct which would
constitute an offence under the Bribery Act had such activity,
practice or conduct been carried out in the UK.
have in place throughout the term of this Agreement their own
policies and procedures to ensure compliance with the
requirements of this clause and will enforce them where
promptly report to the other Party any request or demand for
any undue financial or other advantage received by either
Party, or any sub-contractor, supplier or Affiliate in
connection with the performance of this Agreement
Breach of this clause 18 shall be deemed to be a significant
breach under clause 9.
Data Protection and Confidentiality
The Parties agree to comply with all applicable laws and
regulation (including GDPR) regarding the processing and storage
of Travellers’ personal data.
The Parties agree that the Client shall act as data controller
and Ortharize shall act as data processor of the personal travel
data of Travellers under the terms and conditions set forth in
Ortharize will perform the Agreement in compliance with its
Each Party shall procure that each of its Affiliates, employees,
officers, directors and contractors shall, keep confidential and
not disclose any and all Confidential Information and shall not
use, copy, or disclose such Confidential Information except as
necessary to perform its obligations or exercise its rights
hereunder or with the written consent of the other Party.
However, a Party is entitled to disclose Confidential
to any of its Affiliates, officers, directors, employees,
agents, advisers, representatives or to Travel Suppliers, to
the extent that such disclosure is reasonably necessary for
performance of a Party’s obligations or the provision of
Services under or pursuant to this Agreement; or
if such Party can demonstrate that such Confidential
Information was to have been in the public domain at the
date it was disclosed to a third party, other than as a
result of a breach of this clause by the disclosing Party;
lawfully or properly obtained by the receiving Party from a
third party who is entitled to divulge such information and
who is not under any obligation of confidentiality in
respect of such information to; or
independently developed by such Party without reference to
the Confidential Information; or
disclosed to obtain or maintain any listing on any
recognised stock exchange; or
is requested to be disclosed by any applicable statutory
obligation, a court, regulator or a body having similar
authority over the receiving Party, provided that, where
permitted by such body, the disclosing Party is given prompt
notice thereof so as to be able to contest any such subpoena
or order; or
in connection with any dispute, legal or arbitration
proceeding arising in connection with this Agreement; or
to any applicable tax authority either to the extent
required by a legal obligation or to the extent reasonably
required to assist the settlement of the disclosing Party’s
Either party’s failure to require the other party to comply with
any provision of this Travel Service Agreement shall not be deemed
a waiver of such provision or any other provision of this
Limit of Liability
(i) Neither Party shall be liable to the other Party for any
indirect, consequential incidental or special loss or damage
arising out of or related to this Agreement whether based on
contract, tort (including negligence), breach of statutory duty,
misrepresentation or otherwise including but not limited to (i)
loss of profits; (ii) loss of goodwill; (iii) loss of
anticipated savings (in each case whether direct or indirect)
whether or not such losses and/or damages were in the reasonable
contemplation or reasonably foreseeable of the Parties not.
(ii) Subject to this clause 21, the total liability of either
Party to the other Party in the aggregate (whether in contract,
tort or otherwise) for any clause or series of claims relating
to any direct losses suffered by either Party arising from or in
connection with this Agreement, shall be limited to one hundred
thousand pounds £100,000.
Ortharize shall ensure commencing from the Commencement Date and
shall maintain for the duration of this Agreement and for one (1)
year thereafter at its expense indemnity insurance, and to provide
the Client on demand a certificate of insurance
Neither party shall be liable for any default, loss, damage,
delay, non-performance or other irregularities, or any indirect or
consequential damages resulting, due to any act of God, weather,
or other phenomenon of nature, war, civil disobedience or an act
of governmental authority that are beyond its control and that are
not due to its acts or omissions.
This Travel Service Agreement is the complete agreement of the
parties concerning the subject matter hereof and supersedes any
prior or contemporaneous agreements or understandings, written or
oral, concerning the subject matter herein. This Agreement may be
modified only by written instrument signed by an authorized
representative of each Party.
In case any one or more of the provisions contained in this Travel
Service Agreement shall, for any reason, be held to be invalid,
illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement.
The Client shall be entitled, at any time, to assign this Travel
Service Agreement to an Affiliate of the Client provided such
successor or assign of the Client shall undertake all of the
obligations of the Client hereunder.
No Third Party Rights
Neither the term of this Agreement nor any performance hereunder
shall be construed to create any rights in any person other than
the parties to this Agreement.
Applicable Law and Dispute Resolution
Ortharize and the Client shall perform this Agreement in
compliance with all applicable rules and regulations and this
Agreement will be governed by and construed in accordance with
the laws of England and the Courts of England and Wales shall
have exclusive jurisdiction.
In the event of any disagreement between the Parties relating to
this Agreement, the parties shall meet within 7 days and attempt
to reconcile such differences in good faith. If following a
meeting between the Parties’ management, such dispute remains
unresolved, then the dispute shall be referred to a Director of
each party and if such escalation fails to resolve the dispute
within a further 14 days, then either party may refer the
dispute to mediation with each party sharing the mediators
costs. If such mediation fails or one party fails to co-operate
then the dispute shall be referred to the Courts of England and
All notices required hereunder shall be deemed received (i) within
three (3) business days after being sent by registered or
certified mail, postage prepaid, return receipt requested; (ii)
within one (1) business day after being sent by a nationally
recognized overnight courier; (iii) or the same business day when
delivered personally or when sent by confirmed facsimile
transmission to the following addresses (unless a Party has
provided notice of a change of address in accordance herewith): if
to Ortharize at [email protected] and if to the Client (the
address provided on the signed account application, or a
subsequent, updated address).
All Bookings made with Ortharize are subject to these terms and
conditions and the category of Service requested (Professional,
Premier or Enterprise) and with the contract terms of each travel
supplier (including airlines and hotels) The most recent version
of the Ortharize terms and conditions may be found on any customer
admin account in the Information section under “Settings”.
Ortharize reserves the right to amend its terms and conditions
which will be advised to you when any change arises. If the Client
wishes to object, then they should do so within 14 days or will be
deemed to accept the revised terms on any future bookings.
A list of the services and features can be found on any company
admin account under company details, and then by navigating to the
SERVICE LEVEL AGREEMENT
The Ortharize website and platform will be available 99.5% of each
calendar month, excluding updates to the platform and scheduled
Prices are dependent upon the type of flight and cabin class or
quality selected for each booking. Search results will only
display fares relevant to the Client’s travel policy (unless
overridden in company settings). As standard, only customer admin
users from the Client’s staff will be able to override booking
fares outside Client travel policy restrictions.
Lowest Viable Price (LVP) results will be the lowest fare/booking
type available on the date of booking that is consistent with the
Platform updates and maintenance will only be carried out where
possible on weekends and overnight (7pm-7am GMT/BST), and Clients
will be provided with as much notice as possible of system
Our escalation process is in place for unresolved complaints or
service issues and clients should contact
[email protected] for details.
Service credits for downtime or faults / system errors shall only
be due to Enterprise customers. Users must report any fault to
[email protected] , promptly, within 24 hours of the fault occurring.
For each full hour the platform is down in excess of permitted
downtime, one day of subscription costs shall be awarded. When
calculating fractions or part-hours, these shall be rounded up to
a full hour. The maximum award per quarter is 15 hours, or the
equivalent of 15 days of The Client’s subscription costs.
Payments for service level breaches will be made available as
discounts from the next bill. Claims must be made within 28 days
of an incident occurring with details including customer name,
date, time and reason for the claim. Platform downtime (in excess
of permitted downtime) of greater than 20% in any two consecutive
quarters shall constitute a material or significant breach and
shall entitle the Client to terminate without penalty. This does
not include outages/service suspension where:
Faults or internet outage on Client equipment;
Outage as a result of suspension of service for non-payment or
Booking services are available 24/7 by email, or by telephone
during business hours. Booking records and reporting are available
to download at any time via the platform or through Account
Management where this has been previously agreed.
Optional extra services available by separate negotiation
- Account Management.
Assistance with travel policy and negotiating rates with
- Event management.
- Foreign travel bookings.
- SAFI and other insurance.
Medical and immigration advice for Travellers and Covid19
Management of 24/7 contact services for overseas Travellers.
Assistance with all cancellations refunds and amended bookings.
- Carbon Emission Monitoring.
- Travel Expense Management.
- Car Mileage Reporting.
Assistance with analysis of travel bookings and the provision of
analysis on a 6 monthly basis when requested and at a negotiated
FEES AND CHARGES
Ortharize recognises that some Clients will wish to contact us and
book services via telephone. Up-To-Date fees and changes can be
found on any customer admin account by navigating to the
“Information” section of the website under “Settings”.
We reserve the right to update these fees and charges from time to
DATA PROCESSING AGREEMENT
Ortharize is providing travel Services to the Client under a
Travel Service Agreement ('Agreement') and both parties
acknowledge that in the performance of the Services, Ortharize may
be required to process Personal Data, under the GDPR as defined
The Parties intend to acknowledge their duties and obligations as
Data Controller and Data Processor under GDPR on the basis that
these terms reflect the Parties rights and obligations under GDPR.
- “Data Controller” has the same meaning as in the EU
- “Data Processor” has the same meaning as in the EU
- “Data Protection Authority” means the applicable
regulatory authority in the relevant jurisdiction that is
responsible for the enforcement and monitoring of compliance
with Privacy Laws;
- “Data Protection and Privacy Laws” means all of the
laws, rules and regulations implementing the EU Directive
95/46/EC (and all applicable laws which replace it, including
the General Data Protection Regulation (“GDPR”)), and all other
applicable local, state, federal, and international privacy
laws, rules and regulations, whether in effect now or in the
future, governing the protection, handling and security of
Personal Data and that are applicable to the Parties; and
- “Personal Data” means as defined in EU Directive
- "Standard Contractual Clauses" (Data Controller to Data
Processor) mean those approved terms applicable to the export of
Personal Data outside of the EU.
- "Travellers" means individual travellers of the Client
including its employees, and consultants receiving Services
under this Agreement.
Data Processing activities relating to individuals are carried out
by Ortharize for the purpose of fulfilling travel bookings with
suppliers, and this agreement is intended to supplement the
Agreement and to reflect the parties intention to comply with the
GDPR and to safeguard the Personal Data controlled and processed
for the purpose of making and managing the Bookings and travel
services under this Agreement.
Role of the Parties. Ortharize acknowledges that the Client has to
comply with applicable Data Protection and Privacy Laws in their
Data Controller capacity. and Ortharize acts as Data Processor of
the Clients’ Personal Data relating to their Travellers.
Data Processor Obligations. Accordingly, Ortharize represents and
warrants that at all times during and after the Term of the
Agreement between the Parties it shall:
comply with its obligations as a Data Processor under the GDPR
and applicable Data Protection and Privacy Laws
process the Client's data including Personal Data solely as
permitted under the Agreement in accordance with the Client's
instructions on behalf of its Travellers, and in accordance with
GDPR and applicable Data Protection and Privacy Laws and shall
not process the Personal data for any other purpose. For the
purposes of the Standard Contractual Clauses relating to the
export of data to third countries (including outside of the EEA)
this is deemed an instruction by the Client to process Personal
maintain and enforce administrative, technical, and physical
security procedures designed to ensure the confidentiality,
integrity, and availability of Personal Data that are at least
equal to those required by GDPR and all relevant Data Protection
and Privacy Laws, and, in accordance with industry best
practices for Services of this kind;
Ortharize shall keep a record of any processing of Personal Data
that is carried out for the Client.
Ortharize shall notify the Client of any actual or suspected
accidental or unauthorized access, disclosure, loss or use of
Personal Data processed by it in connection with the Agreement
and shall consult and cooperate with the Client and its
Travellers with respect to any request, investigation, remedial
measure, or action required including any notice, notification
or other filing or communication to any regulatory authority,
data subject, third party or other person;
unless prohibited by law, notify the Client if it receives a
request from a data subject or a regulator in relation to that
person's Traveller Personal Data and provide the Client and its
Travellers with full cooperation and assistance in relation to
any such request. Where permitted by relevant laws, an
administrative charge will usually be applied for processing
requests of this type;
permit the Client on behalf of Travellers, and any applicable
law enforcement authority or regulator to conduct audits of
Ortharize's data processing procedures as provided under the
Standard Contractual Clauses; and
treat Travellers’ and the Client's Personal Data as being part
of the Client's confidential information;
promptly report if any Personal Data is lost or destroyed or
becomes damaged or unusable.
Standard Contractual Clauses. To address European Privacy
Law data transfer restrictions relating to the export of Personal
Data outside of the United Kingdom and/or the EU, both Parties
agree (where necessary) to enter into Controller-to-Processor
Standard Contractual Clauses (in the form adopted by decision
2010/87/EU of 5 February 2010) with any supplier outside of the EU
on behalf and under the name of the Client's Travellers and/or
rely on other legal basis including individuals' consent where
Sub-processing. The Agent and its suppliers shall provide
copies of any Sub-processor agreements to the Client or it's
Travellers upon reasonable request by the Client or it's
Travellers. The parties recognise that in respect of small Travel
Suppliers such as hotels, Ortharize may not be able to procure
written sub-processor agreements.
Variations to this Data Processing Agreement the Parties
acknowledge that this Schedule 4 may be varied or amended by
written agreement of the Parties as required by applicable Data
Protection and Privacy Laws or to reflect the recommendations of
any regulator authority.
Corporate related processing activities. Personal Data of
Ortharize contacts (e.g. Ortharize employees) such as name and
business contact details ("Ortharize Data"), which is provided as
part of Ortharize's relationship with the Client, may be processed
and stored globally outside of the EU with affiliates or third
party providers (for instance, in the execution of travel services
for The Client). Other data held by Ortharize shall;
use Ortharize Data to (i) perform its contractual obligations
(including but not limited to the administration of client
relations and of payment transactions), (ii) customize, analyse
and improve its products and services, (iii) prevent fraud and
other prohibited or illegal activities, and/or (iv) send the
Client management information on the services and travel
bookings made and to be made, and other products, services and
events which may be of interest to the Client; and
keep Ortharize Data secure and confidentially for a sufficient
period to manage the Clients bookings and other services set out
in the Agreement.
Data Protection Authority regulatory filings. Where applicable,
Ortharize and the Client shall determine who will be responsible
for submitting and obtaining all necessary consents, approvals and
authorizations of applicable Data Protection Authorities required
to be obtained for the performance of this Agreement
Return or Destruction of Personal Data after Termination. The
Client and Ortharize agree that on the termination of the
Agreement, Ortharize and any relevant sub Agent shall, at the
choice of the Client on behalf of its Travellers, return all the
Personal Data transferred and the copies thereof to the Client or
its Travellers or shall securely destroy all the Personal Data and
certify to the Client that they have done so, unless legislation
imposed upon Ortharize (or its sub Agent) prevents it from
returning or destroying all or part of the Personal Data
Agreed Activities: Ortharize and the Client recognise and agree
that for the purposes of performing the Services under this
Agreement it is necessary for Travellers Personal Data to be
used to generate bookings with travel suppliers such as flights,
hotel bookings, car hire, the provision of advance passenger
information to Government security organisations and to other
third parties such as airline Global Distribution Systems and
other organisations agreed between the parties. Accordingly the
following activities by Ortharize shall not be in breach of this
The use of Personal Data to make reservations with global
distribution systems and passenger information to create and
maintain Passenger Name Records required for airline and
other bookings and for certain immigration requirements of
The creation and updating of Traveller profiles;
The making of Bookings as part of the Services Ortharize is
Ortharize shall as soon as reasonably practical and in any event
within 48 hours notify the Client of any Personal Data breach
and provide the Client with reasonable assistance in accordance
Ortharize shall ensure access to Personal data is limited to
those employees who need access to it and that they are informed
of the confidential nature of that data and have been trained in
connection with their duties in managing that data.
Ortharize shall notify the Client within 5 working days of any
data subject access request and provide the Client with such
assistance as may be required.
The Client shall on giving reasonable notice to Ortharize be
entitled to inspect all facilities, equipment and documents used
by Ortharize to manage the data.