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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
    The Travel Agency ________________________, with offices in ___________________________________, titular of the retail sales license of tourism products n. _______, of _________, represented by the legal representative, henceforward the TA,

    WHEREAS
    - NEW MILLENNIUM operates in the area of organisation and travel sales, holidays and tourist packages by means of the Internet;
    - in order to obtain a greater distribution of its products, NEW MILLENNIUM plans to also make use of the TA

    AGREES AND STIPULATES THE FOLLOWING:

  1. SUBJECT
    NEW MILLENNIUM entrusts the TA with the task of marketing, not exclusively, organised travel and proposals on the website, www.newmillennium.com, acknowledging to the TA payment of the commission indicated in tourist packages offered from time to time online, suitable for purchase by the same in the name of and on behalf of its own clients.
    The TA accepts the task and obliges itself to follow it in accordance with the conditions enumerated as follows, aware of not having any representative power on behalf of NEW MILLENNIUM in disputes against third parties.
    It is understood that with the Contract, the Parties do not intend to place into being any form of association between one another.
  2. 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.”
  3. 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.
  4. ACCESS AND USE OF THE SITE
    Access to the site, use and management of online services offered by NEW MILLENNIUM are entrusted to the TA and are agreed to by means of an identification Client (User-ID) code and a Password, selected by the TA itself, understanding for “Password” the alphanumeric sequence that allows access to the site. The TA is obliged to adhere to the directions for use described on the site itself and to maintain the password with maximum confidentiality and with maximum diligence, avoiding that it is used inappropriately, unduly, or without authorisation, aware that divulging the aforesaid data may constitute cause for potential damages for NEW MILLENNIUM and/or third parties. It will therefore be responsible for whatever damage caused to NEW MILLENNIUM and/or third parties depending upon insufficient observation of the above.
    The TA pledges to immediately notify in writing to NEW MILLENNIUM the possible mislay, theft, removal or loss of Password and other confidential identifying information.
  5. REGISTRATION OF THE LOG
    The TA 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.
  6. CONCLUSION OF THE TRAVEL AGREEMENT
    The travel offer will be formulated by NEW MILLENNIUM who will publish all of its features on its own site.
    Entering it and visualising the offer of possible interest, the TA is in a position to indicate to the client in the name of and on behalf of all of the features of the offer.
    The travel contract with NEW MILLENNIUM is concluded and NEW MILLENNIUM has the right to receive what is owed to it, shortly after the TA completes the telecommunications reservation booking.
    Before completing the reservation booking, the TA is obligated to have the client sign, by means of a precompiled downloadable online travel agreement form by the TA together with general conditions of the contract.
  7. OBLIGATIONS OF NEW MILLENNIUM
    NEW MILLENNIUM pledges to:
    1) Have delivered in a timely manner for departure, on the condition of having received the relevant payment, travel documents, illustrative materials and possible insurance policies related to products sold by the TA itself;
    2) to inform the TA in a timely manner of possible programme changes or costs which will be verified after conclusion of the travel contract;
    3) to recognise and pay the TA commissions as specified in the individual offer.
  8. OBLIGATIONS OF THE TA
    In turn, the TA pledges to:
    1) diligently promote the sale of NEW MILLENNIUM products for the entire duration of the working relationship, giving particular emphasis to promotional initiatives of NEW MILLENNIUM;
    2) to clearly provide clients with all of the information related to “tourist packages” purchased, as a result of the public online offer by NEW MILLENNIUM and to inform the same clients of all possible variations present until the time of departure. In disputes with clients, NEW MILLENNIUM may not, however, be held responsible for possible information provided by the TA different from that published in the offer nor for insufficient communication to clients regarding possible variations of which the TA was regularly informed;
    3) to inform clients, in particular, of possible changes in price listings derived from exchange rate variations or fluctuations, increase in petrol prices or insurance premiums.
    4) To submit to clients, in a clear and precise manner, the general contract terms provided by NEW MILLENNIUM to the TA, and to request the express acceptance of the same, being entirely responsible for possible requests of compensation in the case in which it did not arrange to have its own clients sign the travel contract and the general conditions of the contract;
    5) To have clients sign the precompiled downloadable online travel contract at the time of the reservation;
    6) To keep a copy of the signed forms of appropriate clients at the disposal of NEW MILLENNIUM for at least 36 months from the return of clients;
    7) To remit to NEW MILLENNIUM the total amount owed for reservations carried out net the commission owed to the TA with anticipated follow-up procedures:
    8) To immediately transmit to NEW MILLENNIUM possible complaints forwarded by clients, sending at the same time, a copy of the aforesaid travel documents in its possession in accordance with Law 111/95;
  9. PROHIBITIONS TO THE AGENCY
    It is expressly prohibited by the TA to propose or agree upon prices or conditions different from those published by NEW MILLENNIUM offers without prior written authorisation by NEW MILLENNIUM;
    It is also prohibited for the TA to offset payment of that owed to NEW MILLENNIUM with possible claimed credits in disputes of the same.
  10. COMPENSATION, CONDITIONS AND TERMS OF INVOICING AND PAYMENT
    Compensation owed to the TA for trips purchased is indicated in the Offers published online.
    10.1 The invoices must be regulated by means of bank transfer or direct remittance, within 20 days from the anticipated departure. The bank and current supporting account will be indicated in the account statement sent via email to the appropriate TA for the confirmed reservation. In the case of travel reservations with imminent departures, the TA must act to immediately carry out the transfer and to send NEW MILLENNIUM a copy of the bank records in order to obtain travel documents.
    10.2 NEW MILLENNIUM reserves the power to cancel the reserved trip, without any prior communication, applying the anticipated penalties, if payment does not arrive within the aforesaid time frame.
    In this case, NEW MILLENNIUM reserves the right to suspend access of the TA to the online service until the moment of payment of the amount owed and in each case to cancel the present contract.
    To reactivate Service, before the relevant contract is declared dissolved, the TA must pay NEW MILLENNIUM the amount owed for every claim.
  11. TRAVEL RESERVATIONS FOR ORGANISED GROUPS
    In the case of reservations related to several subjects reunited in a “group” of the TA, the latter is obliged to inform each member of the general conditions of the contract, having each participant of the trip accept and sign.
  12. CONFIDENTIALITY
    NEW MILLENNIUM and the TA 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 TA 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.
  13. RIGHTS OF NEW MILLENNIUM IN PROVIDING SERVICES
    13.1 The TA 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 TA or third parties because of delays, suspension, interruption, or malfunction of Services, which would be due in the case of the TA, third parties or whatever owed to pure chance or force majeure. Wherever possible, information will be given to the TA with regard to the start date and duration of maintenance operations;
    13.2 NEW MILLENNIUM will not be responsible in any way for disputes of the TA, 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.
    13.3 NEW MILLENNIUM will in no way be responsible:
    a) for direct and/or indirect damages to TA derived from the use of the Internet;
    b) for defects and/or malfunctions of connections between the TA and NEW MILLENNIUM;
    c) for damages or losses in Service on behalf of the TA due to negligence by the TA 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.
  14. DECLARATIONS OF INDEMNITY
    14.1 NEW MILLENNIUM indemnifies the TA 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.
    14.2 The TA 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 TA 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 TA under current laws in effect.
  15. 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 TA 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.
    Possible cancellation will not exempt the TA from the obligation of keeping the aforesaid travel documents nor from payment of that which may still be owed.
  16. TRANSFER AND EFFECTS
    16.1 The Contract may not be transferred by the TA to third parties, free of charge or for a fee, even temporarily, without prior written consent from NEW MILLENNIUM.
    16.2 The Contract will be binding and will retain its effect in disputes of respective successors and legitimate assignees by the Parties.
  17. 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.

  18. 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.
  19. COURT OF LAW JURISDICTION
    For each dispute that may arise with regard to the interpretation and application of the present contract, the law courts of Rome will have exclusive jurisdiction.
  20. INTERPRETATIONS. DIFFERENT PROVISIONS
    20.1 References to the Parties include the respective successors and agreed upon assignees.
    20.2 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.
    20.3 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.
    20.4 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.
  21. RETURN TO LAWS IN EFFECT
    For matters not set forth in the present Contract, laws in effect shall apply.

    Rome, _____________

    NEW MILLENNIUM TA

    _______________ __________________

    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: 3 (Duration of the Contract and Withdrawal), 8 (Obligations of the TA), 9 (Prohibitions to the Agency), 10 (Compensation, Conditions and Terms of Invoicing and Payment), 13 (Rights of NEW MILLENNIUM in Providing Services) 14 (Declarations of Indemnity), 15 (Special Cancellation Clause), 17 (Subcontracting Power), 19 (Court of Law Jurisdiction)

    TA


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