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CONTRACT




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Travel Agencies Contract

Suppliers Contract

Terms of Payment

 
 

    With the present private contract to be legally binding
    BETWEEN
    the S.r.l. NEW MILLENNIUM, with its legal offices in Rome, on Piazza Bologna, 1, and operations headquarters in Rome on Via Carlo Arturo Jemolo n. 265, registered at C.C.I.A.A. in Rome at n.: 908649, Aut. Reg. Lazio n. 940, represented in person by the legal representative, henceforth NEW MILLENNIUM,
    AND
    ________________________, with its offices in________________, on _____________________________ STREET, registered at C.C.I.A.A. of _________, at n. ________, Aut. Reg. ___________ n. ________, represented by the legal representative, henceforth the VENDOR,

    WHEREAS
    - NEW MILLENNIUM operates in the area of organisation and travel sales, holidays and tourist packages by means of the Internet;
    - the Vendor will operate in the tourist industry and, to obtain greater distribution of its products, it will also use the space on the Internet provided by NEW MILLENNIUM
    - both parties are professionals who stipulate the present agreement in the context of their business activities

    AGREES AND STIPULATES THE FOLLOWING:

  1. INTRODUCTION
    Introductions constitute an integral and substantial portion of the present document.
  2. SUBJECT
    NEW MILLENNIUM offers the Vendor, who accepts, the opportunity of entering on its own database, tourist products organised by the Vendor himself with the objective of selling them via the Internet site, www.newmillennium.com, acknowledging to the Vendor, in case of sale of the product, the payment of the price indicated at the time of entry of the product into the database.
    It is understood that with the Contract, the Parties do not intend to place into being any form of association between one another.
  3. APPLICABLE RULES
    The parties, to execute the contract, in addition to what is stated below, pledge to follow what is provided by the Italian civil code in effect and from current legislation with regard to organisation and intermediation of trips, holidays and “all-included tours” with particular reference to the Law n. 1084/77 ratified by the International Convention related to the travel contract (CCV) signed in Brussels on 04/23/1970, and the D. Lgs. 111/95 carrying out of the CEE Directive n. 314/90 related to “Trips, holidays and all-included tours.”
  4. DURATION OF THE CONTRACT AND WITHDRAWAL
    The Contract, which will take effect on the date of its execution on paper or online, will have the duration of one year starting from the date of signature, on the first expiry, it will be renewed for subsequent periods of 12 (twelve) months each, unless cancelled, by means of written communication via registered mail, to be received by the addressee Party at least 90 (ninety) days prior to the original expiry or renewal of the Contract.
    In case of withdrawal or cancellation for any reason, NEW MILLENNIUM may immediately deactivate or cancel the account of the User and all of the related information present on the account, denying any subsequent access to this file.
    Termination of the contract, for any reason, will not diminish the obligation of the parties to provide payment of what is owed and not yet paid.
  5. DURATION OF THE CONTRACT AND WITHDRAWAL
    The Contract, which will take effect on the date of its execution on paper or online, will have the duration of one year starting from the date of signature, on the first expiry, it will be renewed for subsequent periods of 12 (twelve) months each, unless cancelled, by means of written communication via registered mail, to be received by the addressee Party at least 90 (ninety) days prior to the original expiry or renewal of the Contract.
    In case of withdrawal or cancellation for any reason, NEW MILLENNIUM may immediately deactivate or cancel the account of the User and all of the related information present on the account, denying any subsequent access to this file.
    Termination of the contract, for any reason, will not diminish the obligation of the parties to provide payment of what is owed and not yet paid.
  6. REGISTRATION OF THE LOG
    The VENDOR agrees and accepts the fact that NEW MILLENNIUM, in observation of rules in effect, will generate, and update the register of the “Log” which is maintained for availability to the responsible Authorities, for a period of six months.
    NEW MILLENNIUM guarantees that the contents of this Register be kept strictly confidential and may be exhibited only and exclusively upon request by the responsible Authorities.
  7. ENTRY AND MANAGEMENT OF PRODUCTS
    The product to be marketed must be entered into the database indicating all of the features of the same in the suitable pre-arranged space.
    Once the product has been entered into the database, NEW MILLENNIUM has full management power deciding whether or not to place it for sale.
    Once the product placed for sale is successfully sold, NEW MILLENNIUM will pay the Vendor the price indicated at the time of entry in accordance with the terms outlined above.
    It is understood that if the product is not sold or, once placed into sale, the same is not successfully purchased by anyone before the date of the anticipated departure, nothing will be owed by NEW MILLENNIUM to the Vendor for any claim.
  8. FREEDOM FOR THE VENDOR TO ALSO MARKET THE PRODUCT HIMSELF
    The Vendor has full power to continue to market the products entered into the database himself, pledging to remove the product from the database and, in each case, blocking sales if he has already sold the product himself or if the products originally entered into the database are no longer available.
  9. OBLIGATIONS OF NEW MILLENNIUM
    It remains firm that NEW MILLENNIUM has no obligation to place for sale products entered into the database of the Vendor who remains free to continue to market the same product on his own. NEW MILLENNIUM pledges:
    1) to communicate to the Vendor in a timely manner the sale of a product and to indicate with the same timeliness the means of delivery of travel documents.
    2) to acknowledge and pay the Vendor the total amount owed using the specified methods and within the specified time frame.
  10. OBLIGATIONS OF THE VENDOR
    In turn, the Vendor pledges:
    1) to clearly provide all information relevant to the “tourist package” entered into the database.
    2) to update the database in a timely manner with all of the possible changes with regard to products entered.
    3) to remove the product from the database and, in every case, to block the sale by pressing the appropriate button present within its own graphic interface, once he has sold the product himself or should the products originally entered into the database be no longer available. It is understood that the Vendor will remain the sole entity responsible in possible cases of “Overbooking” which must be verified for insufficient compliance with the present terms.
  11. COMPENSATION, CONDITIONS AND TERMS OF INVOICING AND PAYMENT
    Compensation owed to the Vendor for trips sold must be indicated in net at the time the product is entered into the database.
    The invoices must be regulated by means of bank transfer or direct remittance, within 20 days from the anticipated departure. The bank and the current supporting account must be indicated by the Vendor. In the case of travel reservations with imminent departures, NEW MILLENNIUM will act to immediately carry out the transfer and to send the Vendor a copy of the bank records in order to obtain travel documents.
  12. RULES OF RESPONSIBILITY
    The Vendor is, based upon current legislation, the organiser of marketing products via NEW MILLENNIUM’s database and responds on its own to each and every responsibility derived from products sold, obliging itself to maintain NEW MILLENNIUM unscathed of each and any prejudice suffered as a result of legal claims or actions by travellers in disputes with NEW MILLENNIUM for products of the Vendor. To this end, NEW MILLENNIUM will have the right to have the Vendor cited and impleaded if it is called into justice by travellers or travel agencies.
  13. CONFIDENTIALITY
    NEW MILLENNIUM and the VENDOR will maintain strictly confidential all information obtained in accordance with the Contract, as well as data and communications transmitted with Services and oblige themselves not to divulge to anyone (except to their employees and/or delegates who must know such information, data, communication), without the consent of the other Party.
    The VENDOR pledges that violation of these confidentiality obligations of the present Contract constitutes serious damage to NEW MILLENNIUM and commits itself, therefore, to treat with maximum attention information received in discussions in the scope of relations with the same no less than it would treat its own confidential information.
  14. RIGHTS OF NEW MILLENNIUM IN PROVIDING SERVICES
    14.1 The VENDOR pledges that NEW MILLENNIUM will have the right to interrupt publication of the online offer, without incurring any responsibility, to maintain or improve its own equipment, and will not be at all responsible for damages to the VENDOR or third parties because of delays, suspension, interruption, or malfunction of Services, which would be due in the case of the VENDOR, third parties or whatever owed to pure chance or force majeure. Wherever possible, information will be given to the VENDOR with regard to the start date and duration of maintenance operations;
    14.2 NEW MILLENNIUM will not be responsible in any way for disputes of the VENDOR, caused by insufficient opportunity to access online offers, for any damages, by way of example, lost opportunities and/or deals, missed revenues, or other indirect damages derived from the malfunction of the Service.
    14.3 NEW MILLENNIUM will in no way be responsible:
    a) for direct and/or indirect damages to VENDOR derived from the use of the Internet;
    b) for defects and/or malfunctions of connections between the VENDOR and NEW MILLENNIUM;
    c) for damages or losses in Service on behalf of the VENDOR due to negligence by the VENDOR and/or its agents, employees, assistants, delegates or representatives;
    d) for damages or losses caused by improper use, error or, what may, not in conformance with instructions issued by NEW MILLENNIUM.
  15. DECLARATIONS OF INDEMNITY
    15.1 NEW MILLENNIUM indemnifies the VENDOR of any prejudice, damage, responsibility, fees, also legal, suffered or sustained from the same and will indemnify it of any action, reason or pretext put forward by third parties in its disputes, which will find cause or motive in behaviour and/or omissions from the same NEW MILLENNIUM or its own employees or partners and vendors in accordance with current laws in effect.
    15.2 The VENDOR indemnifies NEW MILLENNIUM of any prejudice, damage, responsibility, fees, also legal, suffered or sustained from NEW MILLENNIUM and will indemnify it of any action, reason or pretext put forward by third parties in its disputes, which will find cause or motive in behaviour and/or omissions, however referable to the same VENDOR or as a result of inobservance and/or violation of the rules set forth in the present contract or of non-fulfilment, in general, to obligations of the VENDOR under current laws in effect.
  16. SPECIAL CANCELLATION CLAUSE
    NEW MILLENNIUM reserves the power, ex art. 1456 c.c., to cancel the present contract in case of non-fulfilment by the VENDOR even of one of the obligations in its charge by law or by the present agreement.
    The Contract will be considered, moreover, automatically rescinded, without the need for any communication among the Parties, in case one of the Parties is subject to insolvency proceedings or other bankruptcy proceedings.
  17. TRANSFER AND EFFECTS
    17.1 The Contract may not be transferred by the VENDOR to third parties, free of charge or for a fee, even temporarily, without prior written consent from NEW MILLENNIUM.
    17.2 The Contract will be binding and will retain its effect in disputes of respective successors and legitimate assignees by the Parties.
  18. SUBCONTRACTING POWER
    NEW MILLENNIUM has the power of subcontracting to third parties the execution of services necessary for the operation and maintenance of Services, using qualified personnel to assure the proper execution of Services in question.
  19. PERSONAL DATA PROCESSING
    The parties mutually lend consent to the processing of personal data to which they will have access in the execution of the present contract, pledging full observation of principles and precepts of the Law 675/96 and successive integrations and modifications.
  20. COURT OF LAW JURISDICTION
    For each dispute that may arise with regard to the interpretation and application of the present contract, exclusively Italian law will be applied and the law courts of Rome will have exclusive jurisdiction.
  21. INTERPRETATIONS. DIFFERENT PROVISIONS
    21.1 References to the Parties include the respective successors and agreed upon assignees.
    21.2 The Contract contains the complete agreement of the Parties regarding the relevant material and replaces every preceding agreement or understanding whether verbal or written, precedingly among those intervened.
    21.3 Any change to the Contract must be executed in written form and must result from a signed document by or on behalf of the Party for whom the change was invoked.
    21.4 Possible delays or omissions of one of the Parties in the validification of a right or in the exercise of a power, may not be interpreted as a renunciation of the power of validification or of exercise at any subsequent point in time.
  22. RETURN TO LAWS IN EFFECT
    For matters not set forth in the present Contract, laws in effect shall apply.

    Rome, _____________

    NEW MILLENNIUM VENDOR

    _______________ __________________

    Also with the understanding and for the effects of art. 1341 and 1342 c.c., I hereby declare that I have read and specifically agreed to the following articles: 4 (Duration of the contract and withdrawal), 7 (Entry and management of products) 10 (Obligations of the Vendor) , 11 (Compensation, conditions and terms of invoicing and payment), 12 (Rules of responsibility), 14 (Rights of NEW MILLENNIUM in providing services), 15 (Declarations of indemnity), 16 (Special cancellation clause), 18 (Subcontracting power), 20 (Court of law jurisdiction)

    VENDOR


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