1.1 These Conditions shall at all times govern the use of and access to B2B and the Service by the Authorised User. The Authorised User will be deemed to have accepted these Conditions in full (and as may be amended from time to time in accordance with condition 1.2 below) in accordance with condition 2.2 below.
1.2 The Authorised User acknowledges and agrees that Gulf Air shall, in its sole discretion, be entitled to amend, vary or modify these Conditions at any time and without the consent of, or notice to, the Authorised User. These Conditions and any amendments hereto shall be posted on B2B and/or the Gulf Air website and it is recommended that the Authorised User periodically reviews B2B and/or the Gulf Air website for any amendments to these Conditions. The Authorised User shall be deemed to have accepted any amendments to these Conditions from such time as revised Conditions (or amendments hereto) are posted on B2B and/or the Gulf Air website by its continued use of B2B and/or the Service
2 APPLICATION FOR USE OF B2B
2.1 An applicant wishing to use the Service and/or B2B shall submit a Registration Form to Gulf Air for its approval. The Registration Form shall contain such information as Gulf Air requires in order to process the application, including (without limitation) the corporate and contact details of the Authorised User, the identity and position held by the nominated Authorised Administrators and Employees of the Authorised User and the credit card details of the Authorised User to be used for making travel and flight bookings using B2B. Following activation of the Account, the Authorised Administrator only shall be entitled to amend or vary any details relevant to the B2B Account by notice to Gulf Air. The Authorised User warrants and undertakes to ensure that all such information provided to Gulf Air under or in connection with this Agreement is true and accurate at all times.
2.2 Gulf Air reserves the right, in its sole discretion, to demand further information from the Authorised User in relation to its application and to reject or accept the Authorised User’s application. In the event that Gulf Air accepts the Authorised User’s application, Gulf Air shall issue a B2B Password to the Authorised User and shall activate a B2B Account in the name of the Authorised User. Use of B2B and/or the Service by the Authorised User shall be conclusive evidence of the Authorised User’s acceptance of, and agreement to be legally bound by and comply with, these Conditions as if it had signed these Conditions in person.
2.3 The B2B Password is personal to the Authorised User and may only be disclosed to the nominated Authorised Administrator and Employees (as may be amended from time to time by notice to Gulf Air). The Authorised User undertakes to maintain the B2B Password in strict confidence and not to disclose or transfer the B2B Password (or its rights to use B2B and/or the Service) to any person or third party, save as permitted by this Agreement. The Authorised User shall immediately notify Gulf Air of any unauthorised disclosure of the B2B Password or any unauthorised use of B2B and/or the Service.
3.1 Following receipt of the B2B Password and the activation of the B2B Account, the Authorised User will be able to access the B2B Account and make bookings on behalf of Customers through the Gulf Air website.
3.2 By using B2B and the B2B Account, any bookings for Customers made by the Authorised User will be recorded and Gulf Air and the Authorised User will be able to monitor the number of sales made by the Authorised User through the B2B Account.
3.3 The Authorised User shall be entitled, in its sole discretion, to charge a mark-up or service charge on the price quoted on the Gulf Air website for the relevant flight or booking to its Customers, but (and without limiting the provisions of condition 12) the Authorised User shall not be entitled to any commission or incentive payment from Gulf Air in relation to such sales.
3.4 Any and all sales made by the Authorised User under or in connection with this Agreement shall be subject to, and governed by, any policies and/or conditions of Gulf Air (including, without limitation, Gulf Air’s conditions of carriage) as may be amended from time to time by Gulf Air.
3.5 The Authorised User shall keep up to date records and accounts in respect of its use of the B2B Account and shall provide access to Gulf Air and/or its advisors, agents and representatives to such records and accounts (and its personnel and premises) on reasonable notice from Gulf Air for audit purposes.
4 CHARGES AND PAYMENT
4.1 The Authorised User shall be solely responsible for and liable to Gulf Air for the payment of the price quoted on the Gulf Air website for any relevant ticket for travel (including, without limitation, all taxes and surcharges). The Authorised User shall be solely responsible and liable for obtaining payment for such ticket for travel (including any mark-up or service charge if applicable) from the Customer.
4.2 Without limiting the generality of condition 5.1, tickets for travel booked via B2B and/or the Service shall be paid for by the Authorised User (and not the Customer) only using the approved credit card(s) of the Authorised User (being a corporate/company credit card or the credit card of the agent as applicable) as identified in the Registration Form. For the avoidance of doubt, only Visa, Master, Amex and Diners credit card(s) of the Authorised User shall be accepted by Gulf Air. No other form of payment shall be accepted by Gulf Air.
4.3 The Authorised User shall complete any transaction on B2B in accordance with Gulf Air’s standard procedure for credit card transactions as may be notified to the Authorised User (or posted on B2B and/or the Gulf Air website) from time to time.
4.4 In the event that any credit card used for completing a transaction on B2B is rejected or disputed and the proceeds from such transaction are not received by Gulf Air in full, Gulf Air shall invoice the Authorised User for the relevant amount and Authorised User shall pay such amount to Gulf Air on demand. Gulf Air reserves the right to charge any additional fees or penalties that have been levied on Gulf Air by the relevant credit card company as a result of any such rejection or dispute, together with any fees reasonably incurred by Gulf Air in recovering such sums (including, where applicable, legal and other professional fees).
4.5 Any refunds against the tickets issued by the Authorised User via B2B and/or the Service against credit cards shall be routed through the Authorised Administrator by the Authorised User. Any such refunds will be processed and the cardholder will receive the refund amount after deduction of applicable fees etc in its card statement.
5.1 The Authorised User shall use the Confidential Information only for the proper use of B2B and shall not without Gulf Air’s prior written consent disclose or permit the disclosure of such information except in confidence for the proper use of B2B to those of its Employees who need to have access to it.
5.2 The provisions of condition 6.1 shall not apply to Confidential Information which (i) is in or enters the public domain through no wrongful default by or on behalf of the Authorised User with effect from the date when that information enters the public domain; (ii) was received from a third party without obligations of confidence owed directly or indirectly to Gulf Air; or (iii) is required to be disclosed in order to comply with applicable law, but then only to the extent of the required disclosure and provided that the Authorised User notifies Gulf Air of such legal requirement to disclose immediately.
5.3 Within three (3) days of receipt of a request to do so made at any time and in any event if the Agreement is terminated, the Authorised User shall promptly return or destroy (at the option of Gulf Air) all such Confidential Information.
6 INTELLECTUAL PROPERTY AND OWNERSHIP
Nothing in this Agreement shall grant the Authorised User any right, title or interest in B2B, Gulf Air’s website or any intellectual or other industrial property right therein or otherwise owned by or licensed to Gulf Air. Gulf Air (and, where applicable, its licensors) reserves all such rights, title and interest for its own benefit.
7 DISCLAIMER OF WARRANTIES
7.1 B2B and the Service offered by Gulf Air under this Agreement is provided “as is” and without warranties (whether express or implied or oral or written) whatsoever. Save to the extent prohibited by law, Gulf Air (and, where applicable, its licensors, licensees, service providers and suppliers) disclaims all warranties (whether express or implied) relating to B2B and/or the Service including, without limitation:
7.1.1 any warranties of merchantability, satisfactory quality and fitness for a particular purpose and warranties relating to the non-infringement of intellectual and other industrial property rights of third parties;
7.1.2 any warranties in relation to the availability, reliability, functionality, compatibility or security of the Service and/or B2B;
7.1.3 any warranties that the Service and/or B2B will be error-free and free of any viruses or other harmful components or that any defects or errors in the Service or on B2B will be rectified by Gulf Air; and
7.1.4 any warranties as to the accuracy or completeness of any information or data on B2B or downloaded via the Service by the Authorised User.
The use of B2B is undertaken at the sole risk of the Authorised User and, without limiting the generality of condition 9, Gulf Air shall not be liable for any damage or loss to any system, computer or data incurred by the Authorised User as a result of its use of B2B and/or the Service.
8 LIMITATION OF LIABILITY
8.1 The Authorised User’s sole and exclusive remedy for any breach of this Agreement by Gulf Air, or in the event that the Authorised User is dissatisfied with the Service offered by Gulf Air under this Agreement, is to discontinue its use of B2B.
8.2 Subject always to condition 10.1, the Authorised User acknowledges and agrees that Gulf Air shall not be liable for, and (to the fullest extent permitted by law) the Authorised User waives any claims it may have against Gulf Air in respect of, any direct, indirect, incidental, special, consequential, exemplary or punitive damages or any other damages or losses of any kind whatsoever.
The Authorised User agrees to indemnify, hold harmless and, at Gulf Air’s sole discretion, defend Gulf Air and its officers, directors, employees, shareholders, agents and representatives from and against any and all claims, liabilities, damages, losses and costs and expenses (including, without limitation, legal and other professional fees) incurred by Gulf Air arising from, or in connection with:
9.1 the improper or unauthorised use of B2B by the Authorised User or any other user accessing B2B using the Authorised User’s B2B Password;
9.2 any breach of these Conditions or this Agreement by the Authorised User or any other user accessing B2B using the Authorised User’s B2B Password;
9.3 any claim by any Customer that the use by the Authorised Representative or Gulf Air of any personal data or information of the Customer was not authorised or in any way breaches any data protection legislation; and
9.4 any negligent or fraudulent act or omission, and the wilful misconduct, of the Authorised User.
10 NO COMMISSION
Neither the Authorised User, the Authorised Administrator nor the Employees shall be entitled to, or have any claim against Gulf Air in respect of, any commission, incentives, reimbursements or discounts for the use of B2B unless specifically agreed in writing by Gulf Air.
11.1 Without prejudice to any other rights or remedies of Gulf Air, Gulf Air may, in its sole discretion and without assigning any reason there for, terminate the Authorised User’s access and right to use B2B with immediate effect by written notice and without liability or compensation to the Authorised User or any third party.
11.2 Notwithstanding the provisions of condition 13.1, if the Authorised User does not abide by the provisions of this Agreement, the Authorised User agrees that Gulf Air may immediately deactivate, delete or suspend its B2B Account and all related information and/or prevent any further access to such information or B2B without any liability or compensation to the Authorised User or any third party.
11.3 The Authorised User’s obligation to pay any amounts due to Gulf Air under this Agreement shall survive termination of this Agreement and, notwithstanding termination, Gulf Air shall have the same rights and remedies to claim any such amounts from the Authorised User as if the Agreement had continued with full force and effect.
No amendment of the Agreement by the Authorised User shall be effective unless it is in writing, agreed by Gulf Air and signed by or on behalf of each of the Parties. For the avoidance of doubt, Gulf Air shall be entitled to amend, vary or alter these Conditions without the consent of the Authorised User in accordance with condition 2.2.
12.2 Assignment and Sub-contracting
12.2.1 Gulf Air may assign, transfer (in whole or in part) or charge or deal in any manner with this Agreement or the benefit or burden of or the rights under this Agreement.
12.2.2 The Authorised User may not without the prior written consent of Gulf Air assign, transfer (in whole or in part), subcontract or charge or deal in any manner with this Agreement or the benefit or burden of or the rights under this Agreement.
12.2.3 The Authorised User shall be solely responsible and liable for the use of B2B and/or the Service, and for the compliance with these Conditions, by the Authorised Administrator and the Employees.
12.3 Entire Agreement and Severability
12.3.1 This Agreement (and any other documents referred to in this Agreement) constitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and supersedes and extinguishes any prior drafts, agreements, undertakings, understandings, promises or conditions, whether oral or written, express or implied between the Parties relating to such subject matter.
12.3.2 The Authorised User acknowledges and agrees that it has not been induced to enter into this Agreement by, nor has it relied upon, any representation, promise, assurance, warranty or undertaking (whether in writing or not) by or on behalf of Gulf Air or any other person save for those contained in this Agreement.
12.3.3 If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or the legality, validity or enforceability in any other jurisdiction of that or any other provision of this Agreement.
12.4 Survival Of Obligations
Notwithstanding any provision of this Agreement to the contrary, the provisions of conditions 6, 7, 8, 9, 10, 11, 12 and 13 and any other conditions which expressly or impliedly survive expiry or termination of this Agreement for any reason whatsoever shall continue in full force and effect after expiry or termination.
All notices between the Parties with respect to the Agreement shall be in writing, in English and signed by or on behalf of the Party giving it. Any notice shall be deemed duly served (i) on delivery if delivered by hand; (ii) 72 hours after sending if sent by registered post; or (iii) on sending if sent by fax or email (provided that a copy is also sent by registered post), provided that in each case the notice is sent to the address of the addressee given at the start of the Registration Form or such other address as the addressee may from time to time have notified to the other Party in writing for the purpose of this condition.
12.6 Rights of Third Parties
A person who is not a Party to this Agreement has no rights to enforce, or to enjoy the benefit of, any provision of this Agreement.
12.7 No Partnership
Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the Parties.
12.8 Waivers and Remedies
The rights and remedies of Gulf Air under this Agreement are in addition to and not exclusive of rights under this Agreement or the general law and may be waived only in writing and specifically by Gulf Air.
12.9 Governing Law
The Agreement and any dispute or claim arising out of or in connection with it (including any non-contractual claims or disputes) shall be governed by and construed in accordance with the laws of the Kingdom of Bahrain.
In relation to any legal action or proceedings (a) arising out of or in connection with the Agreement or its implementation or effect; or (b) relating to any non-contractual obligations arising out of or in connection with the Agreement, each of the Parties irrevocably submits to the jurisdiction of the Bahraini courts and waives any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inappropriate forum.