Terms and Conditions applicable to Travel Agencies registered at volaris.com

Transcription

1 Terms and Conditions applicable to Travel Agencies registered at volaris.com The AGENCY declares: a) a) For Individuals: The individual is of legal age, with full legal capacity to bind and engage with the terms set forth in the following Terms and Conditions, identified by the document attached in a photocopy version, and is duly registered before the Ministry of Finance as an individual with business activities. b) a) For Companies: The company is incorporated under the laws of Mexico, and their representative(s) has sufficient powers to accept the following Terms and Conditions and enforce them, and to date, these have not been revoked, modified or limited in any way, as stated in the documents attached to these Terms and Conditions for the record (articles of incorporation and power of attorney) and is duly registered before to the Ministry of Finance. First.- PURPOSE By registering on the Agency agrees to comply with the Terms and Conditions set forth herein (hereinafter Terms and Conditions ) and may offer regular air transportation passenger services provided by Volaris on any of the routes operated by the carrier (hereinafter Volaris Tickets ), to those served by the travel agency s services. Second.- GENERAL OBLIGATIONS The Agency must book travel for Volaris on behalf of those individuals it provides travel agency services for, in accordance to what is set forth in the Terms and Conditions herein. Volaris will provide the Agency an alphanumeric code as a user and manager of such, in addition to a password, so that through the Volaris website, the Agency can make reservations and book travel on any of the scheduled routes and times operated by Volaris, as well as register or remove additional users as necessary, and who can be employees from the Agency, or any affiliates or subsidiaries (hereinafter Username and Password ). The Agency will be solely responsible for any activities that are made with the assigned username and password Volaris provides at the time of registration, as well as for any activities made by additional users who have received access, and for this reason, at the time of registration, releases Volaris from all liability for acts unrelated to Volaris, related to activities conducted with such username and password, and agrees to indemnify and hold Volaris harmless, as well as their officers, agents, employees, directors or subcontractors, on their property or in their persons and third parties for any liability, dispute, claim, demand, judicial or extrajudicial complaint against charges or damages which result in any costs, expenses, fees or liabilities arising from misuse or negligence on the part of the Agency, its authorized persons, additional users, subsidiaries, affiliates and those responsible for the

2 alphanumeric code provided. Políticas tarifarias Given the above, the Agency shall notify Volaris in writing, the full name of the person who is designated as the Managing User, and who will be solely and exclusively authorized and held responsible for the Username and Password provided by Volaris to the Agency. Notwithstanding the above, the Agency shall be jointly and severally responsible for the use and activities made by the person mentioned above as authorized user or any other user created by such, even those users belonging to subsidiaries and/or affiliates. The Agency agrees to terminate usernames and passwords and of any user employees, or of its subsidiaries and/or affiliates who have received a username and who for any reason cease employment for any reason, within a time frame that does not exceed 24 (twenty-four) hours, and the Agency is responsible for the actions and damages caused to Volaris for any misuse of the username and password supplied and breach of thereof, without prejudice to the responsibility that the Agency has in terms of the Terms and Conditions herein. Third.- CREDIT CARD PAYMENTS AND BANKING RELATED DISPUTES Agencies making payment of Volaris Tickets with credit and/or debit cards of their own property, of their clients, or any third party of any financial institution, Bank, or American Express (hereinafter Credit Cards ) must comply with the following procedure should there be any chargeback: 1. Should the Agency use credit cards to purchase Volaris Tickets, the Agency or users who make use of the Username and Password, shall be responsible for obtaining and maintaining, and not limited to, completing and signing the document titled Charge Authorization Letter to be issued by Volaris. The Agency shall verify the data and process the Credit Card, or through any other means whether physical or electronic that Volaris indicates from time to time, on the Charge Authorization Letter, as well as any other information that is required from time to time, whether it be a transaction originated by a sale, change of itinerary, or any other carried out with a credit card. 2. The Agency will carry out necessary Credit Card validations for payment acceptance with such. 3. If the Agency Client uses a credit card belonging to a third party, in addition of the Charge Authorization Letter, the Agency shall further request the signature of a document titled Third Party Authorization Charge Letter that Volaris will provide. 4. The above is applicable even when the sale is requested by phone. 5. The Agency shall keep the documents referred to in items no. 1 and Volaris shall ask the Agency at any time for the documentation set forth in the item above and the Agency must provide such documents in a term not exceeding 2 (two) calendar days as of the date the request is made.

3 7. If the Agency does not submit the documentation requested by Volaris in the aforementioned time frame and as a result the acquiring the credit card s bank or issuer, as may apply, makes a chargeback for such transaction, the Agency shall pay Volaris the total amount of the chargeback. Such amount shall be paid by the Agency within 5 (five) calendar days following the notification that Volaris makes, without prejudice to the power conferred to Volaris of discounting such amount from the advance payments made by the Agency or any warranty that were to exist. Services for passenger air transportation provided by Volaris are subject to the carrier s Policies, Terms, and Conditions as established online at Four.- PAYMENT OF VOLARIS TICKETS The Agency shall pay Volaris the amount equivalent to the total cost of Volaris Tickets purchased by the Agency at the time of purchasing, such amount includes the amount corresponding to the Value Added Tax ( IVA in Spanish), the Airport Usage Fee ( TUA in Spanish), Security Revision Fees, Fuel Charges, or any other applicable fees and charges. Five.- USE OF THE BRAND With the sole purpose of advertising Volaris Tickets, Volaris will be able to provide the Agency a free, nonexclusive license, as long as the Agency s registration is effective, for the use of the Volaris logo, mentioning their brands or trade names, and in general those images that Volaris provides to the Agency. The Agency may not use the Volaris brand without prior and express authorization over all advertising to be used. Volaris may terminate at any time the authorization for the license referred to in this clause unilaterally, and prior to the expiration of the Agency s registration without penalty or liability for Volaris. Six.- AUDITS At any time, and through the persons it designates, Volaris may verify legal, economic, and administrative soundness, for which the Agency shall submit to Volaris documents requested, and may conduct inspections at the premises verifying that they are appropriate and that they meet the conditions necessary to provide the services of a travel agency. Should any irregularity be detected, the Agency agrees to pay Volaris the expenses related to such audit work, and to reimburse Volaris any differential plus a moratorium rate equivalent to the Interbank Interest Rate (TIIE) times four.

4 Seven.- TERM Volaris may at their sole discretion cancel the registration of the Agency without liability, through prior notice that Volaris addresses to the Agency, with five (5) calendar days prior to the date of termination, such notice may be sent to the provided by the Agency during registration. Eight.- INTELLECTUAL PROPERTY AND BRANDS The parties acknowledge the ownership of the trademarks, trade names, logos, advertising slogans, and any other intellectual property belonging to the other party ( Brands ). By means of the Terms and Conditions herein, the parties do not grant, neither expressly nor implicitly, any license over the use of their Brands; nor do they yield, transfer, or sell to the other the property of such, except as provided in Clause Seven of these Terms and Conditions. By means of these Terms and Conditions, the parties are not enabled to sell, donate, lease, loan or transfer the Brands of the other. Both parties agree to release and hold harmless the other party with respect of any claim or complaint due to or arising from violations against provisions of intellectual property, deriving from the provision that the parties agree under this Agreement, which could include: matters relating to patents, trademarks, logos or typography, trade names, and trade secrets. Likewise, the parties obligate to indemnify the other party for any and all damages that may be suffered as a result of the violations described above, including such compensation and not limited to expenses incurred as a result of any dispute, reasonable attorneys fees, and any other that may come up. Neither party may promote or advertise, either jointly or individually, the trademarks, names, trade names, logos, and other distinctive processes, owned by the other party, unless there is an express authorization in writing previously granted by the owner. Nine.- NON EXISTENCE OF EMPLOYMENT RELATIONSHIP It shall be deemed that this contract does not set any employment relationship whatsoever between the parties, or between employees and subcontractors acting as independent parties. This Agreement does not create any employment relationship between the parties and all persons employed directly or indirectly by any of them, so that each Party shall comply with its obligations as an employer or subcontractor in accordance with the provisions of local regulations on labor, taxation, and social security. Each Party shall maintain indemnify and hold harmless the other against any claim that their staff or subcontractors may present in connection with agreed activities under this Agreement. Each party hereby assumes responsibility for any labor related claims or other legal or administrative proceedings, including all claims for occupational injury, brought against a Party s employees or any other third parties appointed by one of them to provide services, therefore the employer Party

5 employer will be fully responsible for the payment of failures, indemnities, penalties, attorneys fees and expert witnesses, legal fees and other charges resulting from any labor demand by them against the other Party. Ten.- CONFIDENTIALITY The parties agree that, they should treat all information documented or contained in any material support that is provided or that may become known during the term of these Terms and Conditions as Confidential, unless it is public domain or unless it must be disclosed by law or by court order, therefore both parties should refrain from duplicating, copying, editing, reproducing or using this for their own benefit, as well as revealing some or all of the information. In the event that any of the parties, including their respective employees, consultants, associates, partners or close associates do not comply with any provision of this Section, they shall be liable for the violation of the rights of intellectual property, including the crime of divulging secrets referred to in the articles on the Federal Criminal Code and the crime of disclosing trade secrets under the Law of Industrial Property. Eleven.- MODIFICATIONS Volaris may modify the Terms and Conditions herein at its sole discretion with simple notice sent to the Agency with ten (10) calendar days prior to the provided by the Agency during registration, or through the website Twelve.- ASSIGNMENT AND TRANSFER The Agency may not transfer or assign in any way their rights and obligations set forth under these Terms and Conditions, unless they have obtained the prior written consent from Volaris. Thirteen.- TAXES AND DUTIES Each party will be responsible for payment of taxes and corresponding legal duties, as well as for the compliance with other requirements set forth by applicable legislation. Fourteen.- HEADERS The headers used in the Clauses of the Terms and Conditions herein, have a unique identification function, so that for purposes of interpretation, integration, and compliance with the rights and obligations arising from such instrument, such headers solely express the content of each clause.

6 Fifteen.- INDEPENDENT PARTIES The purpose of this Agreement, it shall not be construed as constitution or creation of an agency, corporation, partnership, or other liability generated by a Party for the actions of the other. Each Party shall act independently and not as an agent, partner, representative, or employee of the other. Under this instrument none of the parties have the authority to assume obligation or liability on behalf of the other. Sixteen.- SOLE UNDERSTANDING The parties agree that all rights and obligations contained in Clauses of these Terms and Conditions and the Annexes herein, contain their unique expression of will and therefore, this Agreement shall take precedence and supersedes any other agreement, contract or agreement made prior to the date hereof. Seventeen.- NOTIFICATIONS All notices and notifications the Agency wants to inform Volaris should be sent in writing to Av. Antonio Dovalí Jaime no. 70, Torre B, Piso 13, Colonia Zedec Santa Fe, Delegación Álvaro Obregón, C.P , México, Distrito Federal, unless Volaris informs the Agency of a change of address, and in such case, all notices and notifications shall be addressed to the new address. It shall be deemed that notices and notifications of the Agency have been given via certified mail, return receipt requested, or in person with proof of receipt. Any notice or notification Volaris needs to inform the Agency should be sent to the address provided by the Agency at the time of registration, and in the case the address changes, such change shall be notified to Volaris. Eighteen.- ENFORCEMENT OF LAWS The Agency agrees to comply with any law that is applicable in Mexico and in any other jurisdiction as applicable, including, without limitation, those relating to anti-corruption legislation to prevent money laundering and protect children and youth from sexual exploitation in the travel and tourism industry. Nineteen.- LEGISLATION, JURISDICTION, AND VENUE For any matters relating to the interpretation, implementation, and enforcement of these Terms and Conditions, the parties submit to the jurisdiction of the courts of Mexico City, Federal District, renouncing in this act to any jurisdiction that may be applicable because of their present or future domicile, or for any other reason.

7 The Agency is aware of the content and scope of the Terms and Conditions herein, and ratifies them upon their acceptance through the conclusion of the registration period.