Public contract for the provision of reservation services

Last Updated: July 7, 2024

These terms of service (“Terms”), together with any Service Order, form a legal agreement (“Agreement”) between you (including, if applicable, any legal entity that you represent or act for) (“Customer”) and Travel Code, Inc. (“Travel Code”) and sets forth the terms and conditions governing Customer’s access to and use of the Services (as defined below). Travel Code may amend these Terms from time to time with notice to Customer.

1. DEFINITIONS

1.1. “Affiliate” means, with respect to a party, any entity that is controlled by, controls, or is under common control with such party, where “control” means the ownership, directly or indirectly, of more than 50% of the shares entitled to vote for the election of directors.

1.2. “App” means any mobile application owned by Travel Code that provides access to the Services.

1.3. “Booking Services” means the services provided by Travel Code through the App or Site which includes, at a minimum, the functionality for Users to search for and book travel and to access 24/7/365 support, as well as administrative functionality including real-time reporting, traveler tracking, and (if applicable) corporate customer support.

1.4. “Card Networks” means payment card networks, such as Visa and Mastercard.

1.5. “Confidential Information” means any written, machine-reproducible, and/or visual materials that: (a) are clearly labeled as confidential; (b) are identified as confidential at the time of their disclosure or in a writing provided within 30 days after disclosure; or (c) should reasonably be understood to be confidential given the nature and circumstances of disclosure; except that Confidential Information shall not include information that: (i) is or becomes publicly known through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure; (iii) is rightfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) the receiving party can demonstrate it independently developed with written evidence.

1.6. “Customer Cards” means business payment cards issued by a third-party to Customer that are eligible for the Travel Code Connect Service.

1.7. “Customer Card Transaction Data” means any data related to Customer Card accounts and transactions on Customer Cards that Travel Code receives through the Travel Code Connect Services.

1.8. “Customer Data” means any personal data or payment information: (a) provided by the Customer or its Users into the Services, or (b) that Customer authorizes Travel Code to collect from third parties that is related to Customer or its Users for the provision of the Services, such as Customer Card Transaction Data and Shared Information (defined in Section 5.2). Customer Data is the Confidential Information of Customer.

1.9. “Fees” means any fees paid by Customer to Travel Code for the Services, as specified on an applicable Service Order, or as otherwise specified by Travel Code. Fees do not include any monies paid by Customer for Travel Services (defined in Section 5.2), Reward Program Funds (defined in Section 5.4.1), or Charges (defined in Section 6.3).

1.10. “Implementation Services” means the services performed by Travel Code to configure and launch the Services for use by Customer and its Users, as further described in the Service Order.

1.11. “Intellectual Property Rights” means patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction in the world.

1.12 “M&E Services” means services provided by Travel Code or its Affiliates to manage meetings and events, such as estimating travel costs, booking group travel and other administrative or management services.

1.13. “Travel Code Connect Services” means services through which Travel Code receives Customer Card Transaction Data from Card Networks, which enables Travel Code to provide Travel Code Expense Management Services with Customer Cards.

1.14 “Travel Code Expense Services” means any Travel Code Expense Management Services, Travel Code Payment Services, or Travel Code Connect Services.

1.15 “Travel Code Expense Management Services” means services provided by Travel Code that include, at a minimum, the functionality for Users to submit expenses for reimbursement, as well as administrative functionality, such as reporting and (if applicable) corporate customer support.

1.16. “Travel Code Payment Services” means the services provided by Travel Code that include, at a minimum, the functionality for Customer to reimburse Users or for Users to receive and use commercial payment cards for business expenses, as well as administrative functionality including reporting and (if applicable) corporate customer support. Travel Code Payment Services that are provided in Euros or British Pounds are referred to as “Travel Code Payment EUR Services” and “Travel Code Payment GBP Services”, respectively, and together as “Travel Code Payment EUR/GBP Services.”

1.17. “PSP” means a third-party payment service provider through which Customer agrees to receive Travel Code Payment Services.

1.18. “PSP Terms” means the agreement(s), if any, between Customer and a PSP.

1.19. “Request” is a single support request, whether addressed across one or multiple interactions (e.g., email messages, calls).  For clarity, a single Trip may have more than one Request.

1.20. “Service Order” means an order for Services, including any supplemental attachments, mutually agreed between the parties, whether agreed in writing or by clicking to agree online.

1.21. “Service(s)” means the services provided by Travel Code through the App or Site (which may include a combination of Booking Services, Travel Code Expense Management Services, Travel Code Connect Services and Travel Code Payment Services), as well as any separate professional services, such as Implementation Services, M&E Services and Success Services. The scope of the Services purchased by the Customer may be further described in an applicable Service Order.

1.22. “Site” means the Travel Code website that provides access the Services, currently located at https://app.Travel-Code.com/.

1.23. “Software” means any Travel Code or third-party software used by Travel Code to provide the Services.

1.24. “Success Services” means the select corporate support services offered by Travel Code to facilitate and enhance Customer’s use of the Services.

1.25. “Trip” means the full set of travel reservations that are purchased to enable a single personal or business trip, such as air tickets, hotel rooms, car rentals, and other ancillary services, in any combination.

1.26. “User” means an employee, advisor, contractor, or agent of Customer, or other individual authorized by Customer, that has: (a) been assigned a unique username-password combination by Customer to use the Services; or (b) registered an account to use the Services.

2. ACCOUNT; IMPLEMENTATION

 

2.1. Employer Account. To access the features of the Services, Customer must register for an account (the “Employer Account”) on the Travel Code Site or App. Customer is responsible for: (a) maintaining the confidentiality of its account access credentials and the access credentials of Users; and (b) the security of the systems and networks that it uses to access the Services. To the extent allowed by law, Customer accepts responsibility for all activities authenticated through its access credentials. If Customer has reason to believe that its Employer Account is no longer secure, then it shall notify Travel Code as soon as possible.

2.2. Implementation Services. Travel Code will provide the applicable Implementation Services, as described in the Service Order, to enable Customer to use the Services.

3. CUSTOMER OBLIGATIONS

 

3.1. Cooperation and Assistance. Customer shall: (a) provide Travel Code with good faith cooperation and access to such information and personnel as may be reasonably required by Travel Code in order to provide the Services; and (b) carry out all Customer responsibilities in a timely manner.

3.2. Customer Onboarding. Customer shall provide complete and accurate information to Travel Code to establish an Employer Account and, as applicable, an account with 1 or more PSPs for Travel Code Payment Services.  Customer authorizes Travel Code to share such information and transaction data with such PSP(s).  Travel Code will provide a secure transmission method to collect and share this information.

3.3. Material Changes. Customer must notify Travel Code promptly, but in any event within 10 business days, if there are any material changes in the information that Customer provided to Travel Code, such as jurisdiction of registration, ownership structure, tax identification, financial condition, or administrative point of contact. Customer must also notify Travel Code immediately, but in any event within 2 business days, if Customer becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against Customer. Upon Travel Code’s request, Customer will promptly provide updates to the information that was previously provided to Travel Code and other information reasonably related to the Services provided by Travel Code.

3.4. Marketing Support. Customer grants to Travel Code a non-exclusive, non-transferable (except as permitted under Section 16.7), revocable, limited right to use the Customer name, trademarks, and logos (collectively, the “Customer Marks”) in accordance with any Customer trademark and logo use guidelines that Customer provides to Travel Code. Any public use by Travel Code of the Customer Marks will be subject to Customer’s prior consent, except that Travel Code may use the Customer Marks to identify Customer as a customer of Travel Code, including on the Travel Code corporate website. All goodwill developed from such use shall be solely for the benefit of Customer.

3.5. Enforcement. Customer shall ensure that all Users comply with the Agreement, including, without limitation, with Customer’s obligations set forth in Sections 4.4, 4.5, and 4.6. Customer shall be responsible for noncompliance by Users and shall promptly notify Travel Code of any suspected or alleged violation of the Agreement by a User or unauthorized third party and shall cooperate with Travel Code with respect to Travel Code’s resulting investigation and any actions to enforce the Agreement. Travel Code may suspend or terminate any User’s access to the Services upon notice to Customer if Travel Code reasonably determines that such User has violated the Agreement or has otherwise violated applicable law.

3.6. Telecommunications and Internet Services. Customer’s access to the Services requires telecommunications and internet services, for which Customer is solely responsible.

3.7. Customer Data. Customer will retain all right, title, and interest in Customer’s Intellectual Property Rights to Customer Data. Travel Code may use, reproduce, distribute, modify, and adapt Customer’s Data, including disclosing Customer Data to sub-processors and third parties, such as Travel Providers, for the purpose of providing the Services. Customer Data includes data derived from Customer Data but does not include de-identified data or metadata associated with the behaviors or actions of Users (“Usage Data”). Travel Code may use, during and after the Agreement, Usage Data for its own business purposes, such as operating and improving the Services, and developing new products and services. Travel Code may use, display, store, disclose or transfer Customer Data as may be required by law, and Travel Code will provide reasonable notice to Customer of any such disclosure.

3.8. Representations and Warranties with Respect to Customer Data. With respect to any Customer Data that Travel Code uses in accordance with the terms of the Agreement, Customer represents and warrants that:

3.8.1. It has the necessary rights, consents, and permissions to use and authorize Travel Code to use and disclose Customer Data in accordance with the Agreement.

3.8.2. Customer’s privacy policies and practices comply with applicable law and permit Customer to provide Customer Data to Travel Code and authorize Travel Code to use and disclose Customer Data in accordance with the Agreement.

4. TRAVEL CODE SERVICES

 

4.1. Services. Travel Code will provide the Services in accordance with the Agreement, commencing on the date set forth in the Service Order (or, if no Service Order is in place, then on the date Customer begins using the Services) until the Service Order or this Agreement expires or is otherwise terminated hereunder. Customer may only use the Services for its internal business purposes, and may only provide access to the Services to its Users.

4.2. Access to Services. Access to the Services that are provided on a per User basis will be set forth in a Service Order. If Customer’s use of the Services exceeds the specified number of Users, Customer will be subject to applicable additional Fees. Travel Code may place reasonable restrictions on the Employer Account, such as restricting or limiting Customer’s ability to add new Users, until Customer has adequately addressed any excess use.

4.3. Changes. Travel Code will not materially decrease the overall functionality of the Services.

4.4. Restrictions. Customer shall not attempt to interfere with or disrupt the Services, Site, App, or Software or attempt to gain unauthorized access to any associated systems or networks. Customer shall not allow anyone to access or use the Services other than Users. Customer shall not: (a) copy, modify or distribute any portion of the Services, Site, App, or Software; (b) rent, lease, or provide access to the Services on a time-share or service bureau basis; (c) modify, data scrape, reverse engineer, disassemble, or decompile any portion of the Services, Site, App, or Software; (d) use the Services to build a competitive product or services; (e) create derivative works based on the Services or otherwise infringe Travel Code’s Intellectual Property Rights; or (f) attempt to transfer any of its rights hereunder (except as specified in Section 16.7).

4.5. Acceptable Use Policies. Customer shall use the Services exclusively for authorized and legal purposes, consistent with all applicable laws, regulations, and the rights of others. Customer may not use the Services in any manner that would violate the rights of any third party, such as storing or processing any third party confidential, personal, or payment information into the Services without proper lawful license or permission to do so. Customer shall not use the Services to transmit any bulk unsolicited commercial communications. Customer shall keep confidential and shall not disclose to any third parties any user identifications, account numbers, or account profiles. Customer shall be responsible for the compliance of its Users with Customer’s policies, such as in-policy selection of travel options by Users, proper use of Customer’s corporate credit card(s), and proper submission and substantiation of expenses by Users for reimbursement. Customer acknowledges that the Services are not designed, intended, or authorized for use in hazardous or mission-critical circumstances or for uses requiring fail-safe performance or where failure could lead to death, personal injury, or environmental damage, and Customer shall not use the Services under such circumstances.

4.6. Illegal Use of Services. Customer shall not use the Services in any manner that would violate applicable laws. Travel Code may immediately terminate this Agreement or applicable Service Order, suspend Customer’s access to the Services and/or suspend or cancel any booking if: (a) Travel Code determines in its sole discretion that the Services are being used fraudulently, for criminal purposes, or in violation of any applicable law or regulation; or (b) a governmental, legal, or other law enforcement authority requires or instructs Travel Code to do so.

4.7. Data Maintenance and Backup. The Services are not intended to be a data warehouse or data back-up solution. While full restoration may not be possible in the event of loss or corruption of Customer Data, Travel Code will use commercially reasonable efforts to restore any lost or corrupted Customer Data from its latest backup.

4.8. Beta Services. Travel Code may make optional services available to Customer before such services are generally available to all Travel Code customers or otherwise fully released, which may be designated as beta, pilot, evaluation, or other similar designation (“Beta Services”). If Customer uses any Beta Services, this Section 4.8 supersedes any conflicting terms in the Agreement with respect to such Beta Services. Travel Code may alter or discontinue Beta Services at any time and for any reason. Beta Services are provided “as-is” without support or warranty of any kind, whether express, implied, statutory, or otherwise. Travel Code has no indemnity obligations with respect to Beta Services.

5. BOOKING SERVICES

 

5.1. Algorithm. The Booking Services make use of certain proprietary algorithms (collectively, the “Algorithm”) that take into account factors such as Customer policy, User profiles and behavior, current market conditions, and other relevant factors to determine dynamic travel policy limits, market price, Price to Beat, Rewards availability and amounts, sorting of Travel Services results, availability of special products and discounts, or other features. The Algorithm does not determine or affect the price of any Travel Services. Customer acknowledges that the Algorithm is a dynamic feature of the Booking Services and may display different results in connection with different Users, locations, travel dates, and other search and profile elements.

5.2. Travel Services. Through the Booking Services, Customer and its Users may purchase services (“Travel Services”) from third-party providers of travel and related services, such as airlines, hotel operators, rail companies, travel inventory aggregators, travel networks and agencies, and car rental agencies (“Travel Provider(s)”). In order to facilitate the purchase of Travel Services, Customer and the User authorize Travel Code to submit information, such as the personal information of the User, and the applicable payment information (collectively, the “Shared Information”) to the Travel Provider to the extent required by the Travel Provider or requested by Customer or its Users. For example, to facilitate a User’s purchase of an airline ticket, Travel Code may provide the User’s name, other identifying information, and payment information to the airline.

5.2.1. Travel Code is not responsible for the provision of Travel Services and does not guarantee the correctness of any material, information, or results made available to Customer by or from Travel Providers, and the presentation of travel inventory through the Booking Services does not constitute a binding contract offer by Travel Code or the respective Travel Provider. Customer acknowledges and agrees that: (a) the purchase of Travel Services may be subject to the terms and conditions, agreements (such as contract of carriage), and privacy and security policies of the specific Travel Provider selected by the User; and (b) the use of Travel Services will be subject to Customer’s and Users’ compliance with applicable law, including US export and sanctions laws and regulations . Customer and its Users are solely responsible for, and assume all risk arising from, the selection, use, and receipt of any Travel Service. Customer is responsible for the accuracy of all Shared Information provided to Travel Code. Travel Code will use reasonable measures to ensure the accuracy of information it transmits between the User and the Travel Provider in a booking transaction.

5.2.2. Travel Code takes commercially reasonable measures to check the accuracy of the information and description of the Travel Services displayed on the Booking Services (including, without limitation, the pricing, photographs, list of hotel amenities, general product descriptions, etc.); however, Travel Code does not guarantee the accuracy or completeness of such information, as provided by Travel Providers. Travel Code will not be liable for any errors or other inaccuracies relating to the Travel Services except to the extent such errors are caused by or introduced by an act or omission of Travel Code. Travel Code reserves the right to correct any pricing errors on the Booking Services and/or pending reservations made under an incorrect price.

5.2.3. Travel Code will not be liable for the performance of any Travel Service, any loss or injury to any User resulting from a Travel Service, or any unauthorized use, disclosure, or misuse of any Shared Information by a Travel Provider.

5.3. Travel Risk. By offering reservations for Travel Services via the Booking Services, Travel Code does not represent or warrant that travel to such areas is advisable or without risk and is not liable for damages or losses that may result from travel to such destinations. The Travel Providers are not agents, subcontractors, or employees of Travel Code. Travel Code disclaims all liability relating to the actions or inactions of Travel Providers or to any Travel Services, including any actions or inactions that result in any personal injuries, death, property damage, or other damages to Customer or a User. Travel Code has no liability to Customer or its Users and will make no refund in the event that any delay, cancellation, overbooking, strike, Force Majeure Event, or other cause impacts any Travel Services.

 

5.4. Loyalty Program Levels

Our Loyalty Program includes three levels: Bronze, Silver, and Gold. Each level offers its own unique discount on booking services. Movement between levels is based on user activity and the volume of bookings made.

5.4.1. Definitions

“Bronze Level” means the initial level of the Loyalty Program where users receive a basic discount on all booking services.  

“Silver Level” means the intermediate level of the Loyalty Program where users receive a higher discount compared to the Bronze Level.  

“Gold Level” means the highest level of the Loyalty Program where users receive the maximum discount available.

5.4.2. Invoicing and Payment

If the Customer elects to participate in the Loyalty Program, they will receive the respective discounts based on their current level (Bronze, Silver, or Gold). The applicable discount will be automatically applied at the time of booking.

5.4.3. Taxes and Legal Responsibilities

The Customer shall be responsible for payment of all Taxes and associated legal responsibilities, and any related interest and/or penalties, resulting from any benefits received under the Loyalty Program.

5.4.4. Discounts

Travel Code is not responsible for and makes no warranty with respect to the quality of any services, or their suitability to a specific use. Discounts are supported by the conditions set forth by Travel Code and may vary based on the user’s level in the Loyalty Program.

 

6. PAYMENT SERVICES

 

If Customer elects, in its sole discretion, to use any Travel Code Payment Services, the terms in this Section 6 will apply.

6.1. Spend Limit(s) and Adjustments. Customer’s account for Travel Code Payment Services will be subject to a limit on the amount it may spend (“Spend Limit”), which Travel Code will set in its sole discretion. If Customer is purchasing Travel Code Payment EUR/GBP Services, Customer may have a separate Spend Limit for each currency (USD, EUR, and/or GBP, as applicable). Customer’s initial Spend Limit is indicated in the applicable Service Order or a notice provided after Travel Code evaluates Customer’s application to receive Services. Travel Code may adjust any Customer Spend Limit in its sole and absolute discretion, with written notice to Customer. Customer will promptly provide accurate information regarding its financial condition upon Travel Code’s request. Customer may request, in writing, an increase in any Spend Limit, which Travel Code may accept or decline in its sole and reasonable discretion. Travel Code may suspend providing the Travel Code Payment Services if (i) Customer reaches any Spend Limit, or (ii) Travel Code debits from a Customer Reserve Amount.

6.2. Reserve Amount.  Travel Code may permit Customer to provide a cash security deposit (the “Reserve Amount”) to increase or maintain a proposed or current Spend Limit. Travel Code will not debit against the Reserve Amount unless Customer becomes delinquent in its payments to Travel Code. Upon termination of the Travel Code Payment Services or as otherwise agreed by the parties, and after Travel Code has confirmed all outstanding Fees and Charges have been paid, Travel Code will return the Reserve Amount to an account designated in writing by Customer.

6.3. Customer Charges.  Customer is responsible for all charges to Cards and any other payments made via the Travel Code Payment Services ("Charges"), and Customer will establish and maintain controls designed to ensure that the Travel Code Payment Services are only used for bona fide Customer purposes. All Charges must be for business purposes, not for personal, family or household purposes. As part of onboarding, Customer will provide its bank account information to Travel Code for purposes of payment. Customer agrees that Travel Code may save such bank account information and that payments for Charges shall be made in accordance with the payment method indicated on the applicable Service Order and with this Section 6. Charges made in a currency other than the issuing currency of any Travel Code Payment Services card, may incur additional Fees, as specified on a Service Order.

6.4. Disputes.  If Customer disputes a Charge, it should first attempt to resolve that dispute with the merchant that initiated the Charge. If Customer and the merchant are unable to resolve the dispute, Customer may submit a chargeback of the Charge through its Travel Code account. Customer acknowledges that chargebacks are subject to the card network rules, card networks' procedures for resolving chargebacks may require Customer to provide details or documentation regarding the disputed Charge, and Customer may not be able to successfully chargeback a Charge.

6.5. Invoicing and Payment.  Travel Code shall provide a statement to Customer listing the Charges incurred during the statement period. Customer consents to electronic notification and distribution of statements, and Travel Code shall send Customer an email notification that provides Customer with access to each statement. Payment terms for all Charges are set forth in the applicable Service Order. All Charges will be paid by bank transfer, in the currency indicated in the applicable Service Order.

6.6. Customer Rebate.  This Section 6.6 does not apply to Travel Code Payment EUR/GBP Services. By using Travel Code Payment Services, Customer may be eligible to earn a rebate (the “Rebate”). The Rebate will be calculated by Travel Code at the end of each rebate period by multiplying the Customer Rebate Percentage (indicated in the Service Order) by Customer’s Eligible Rebate Spend during the rebate period. “Eligible Rebate Spend” means Customer’s total spend using Travel Code Payment Services cards where the card is issued in USD, the transaction’s base currency is USD, and the merchant is located in the United States. Eligible Rebate Spend excludes spend made in other currencies. The Rebate will be provided to Customer in the form of an account credit that will be available within 30 days after each rebate period. The Rebate will be automatically applied to Charges Customer accrues using Travel Code Payment Services after the Rebate is posted to Customer’s account. Upon written notice to Customer, Travel Code may modify the Rebate or any other similar offerings, including changing eligibility for the Rebate and updating the amount of Rebate earned. If such a modification of the Rebate materially reduces the value of the Rebate to Customer, Customer will have 30 days from the date of the notice of the modification to terminate the Agreement pursuant to Section 12.2. Upon expiration or termination of this Agreement (or any applicable Service Order), Travel Code will issue a check or initiate a bank transfer for any then-current Rebate amount, after all outstanding Charges have been paid. Customer will not be entitled to any unused Rebate amount if this Agreement is terminated due to material breach by Customer.

6.7. Suspension of Travel Code Payment Services.  Travel Code may suspend or terminate Customer’s access to Travel Code Payment Services at any time and for any reason without prior notice. Any Charges or other Customer payment obligations that precede termination of Travel Code Payment Services for any reason will survive such termination. If Travel Code suspends the Travel Code Payment Services and Customer subsequently cures, to Travel Code’s satisfaction, the reason for the suspension (or the cause of the suspension is otherwise resolved to Travel Code’s satisfaction), Travel Code will promptly restore Customer’s access to the Travel Code Payment Services.

7. TRAVEL CODE CONNECT SERVICES

 

If Customer elects, in its sole discretion, to use any Travel Code Connect Services, the terms in this Section 7 will apply.

7.1. Representations and Warranties with respect to Customer Cards. Customer represents and warrants that: (a) it is the cardholder of the Customer Cards; (b) its Users are authorized users of the Customer Cards; (c) it has all the rights, consents, and authorizations necessary to enroll Customer Cards in the Travel Code Connect Services; and (d) it will only enroll cards authorized by Travel Code in the Travel Code Connect service.

7.2. Customer Card Transaction Data. For clarity, Customer acknowledges that Customer Card Transaction Data is included in Customer Data, and that Section 3.7 authorizes Travel Code to receive and process Customer Card Transaction Data from the Customer Cards enrolled in the Travel Code Connect Services. Customer acknowledges that Card Networks may not provide complete or accurate Customer Card Transaction Data to Travel Code, such as when a transaction is processed via a payment network from which a Card Network does not support reporting the transaction to Travel Code. In no event will Travel Code, the Card Networks, their respective affiliated companies, or their suppliers be liable to Customer or any third party for damages arising from a Card Network’s failure to send complete or accurate Customer Card Transaction Data to Travel Code.

8. PAYMENTS; TAXES; RIGHT TO DISPUTE PAYMENTS

 

8.1. Payment of Fees. Customer shall pay the Fees as set forth by Travel Code in accordance with this Agreement, using the method described therein or as selected by Customer on the Travel Code Site (if applicable). Customer is responsible for maintaining complete and accurate billing and contact information and notifying Travel Code of any changes to such information. Travel Code may set off any amounts that Customer owes Travel Code against any amounts that Travel Code owes Customer.

8.2. Payment by Bank Transfer. Where Customer makes any payment by bank transfer (as will be indicated in the Service Order), Customer shall maintain sufficient funds or credit in its designated account(s) to cover and timely make such payments, and shall direct its financial institution to authorize such payments. Customer shall reimburse Travel Code for any bank charges incurred by Travel Code if a payment is denied due to insufficient funds. The parties shall follow the process required for each payment method. For example:

8.2.1. For payments made by customer-initiated bank transfer (“Credit Transactions”), including ACH Credit, Travel Code shall provide an invoice to Customer in advance of the payment due date and Customer shall initiate payment to Travel Code from its bank account to cover the payment due, on or before the due date.

8.2.2. For payments made by Travel Code-initiated bank transfer (“Auto Debit”), including ACH Auto Debit, Travel Code shall provide an invoice to Customer in advance of the payment due date and Travel Code will then initiate a debit transaction on the designated account on the payment due date. Customer’s selection of Auto Debit constitutes Customer’s authorization for Travel Code to initiate such debit transactions. Travel Code may draw or transmit funds to its own order for any payments.

8.3. Management Fee. For certain services or features, Travel Code’s preferred payment method is Auto Debit. Customer may, however, elect to use Credit Transactions or another payment method for such payments; provided, however, that Travel Code will charge a service fee (the “Management Fee”). Any such Management Fee will be specified in the Service Order and will be payable using the same payment method, and on the same payment terms, as the underlying payment amount.

8.4. Taxes. Fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges, such as VAT (collectively, “Taxes”). Other than any taxes based on Travel Code’s net income, property, or employees, Customer shall be responsible for payment of all Taxes associated with its purchase of Services, including any interest and/or penalties resulting from non-payment of Taxes. If Travel Code is legally required to collect and remit Taxes for which Customer is responsible, Travel Code will state such Taxes separately on an invoice, and Customer shall pay the Taxes to Travel Code, unless Customer provides Travel Code with a valid tax exemption certificate with order. If Travel Code is not legally required to collect and remit Taxes for which Customer is responsible, there will be no Taxes stated on the invoice, and Customer shall self-assess and remit all taxes to the appropriate governing authority. For all non-USA based transactions, the Customer shall self-assess any related Taxes, such as VAT and GST. Customer is responsible for all withholding tax. Taxes will not be deducted from Customer payments to Travel Code, except as required by applicable law, in which case Customer shall increase the amount payable as necessary so that, after making all required deductions and withholdings, Travel Code will receive and retain an amount equal to the amount Travel Code would have received had no such deduction or withholding been made. Upon Travel Code’s request, Customer will provide proof of withholding tax remittance to the applicable tax authority. Both parties agree to apply any applicable tax treaty and provide the necessary documentation for application of such treaty, where applicable, to reduce the withholding tax. With respect to Taxes charged on or applicable to the purchase or sale of Travel Services, Travel Code will reflect such Taxes in invoices and/or in the reporting available to Customer on the Travel Code Site, and Customer shall be responsible for the payment of all such Taxes.

8.5. Local Currency. All Fees will be billed and charged in USD unless otherwise stated in the Service Order. Trip Fees will be invoiced in the currency indicated on the applicable Service Order. Any currency conversion required for Trip Fees will be undertaken at the time of the purchase, at the exchange rate applicable at that time. To the extent a currency conversion is required for Fees that are invoiced to Customer, the conversion will be undertaken at the last day of the invoice period, at the exchange rate applicable at that time. 

8.6. Late Payments. If Travel Code is unable to obtain payment of any Fees or Charges via the payment information on file or if payment of Fees or Charges is otherwise overdue, Travel Code may, in its discretion: (i) apply interest on past due amounts at the rate of 1.5% per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Travel Code; (ii) debit from Customer’s Reserve Amount, if applicable; and/or (iii) suspend Customer’s access to the Services if Fees or Charges remain overdue after reasonable notice (no less than 14 days for Fees; no less than 3 days for Charges) is provided to Customer. Except as otherwise set forth in an applicable Service Order, Fees and Charges are non-refundable.

8.7. Disputed Fees or Charges. Travel Code shall not pursue its rights under Section 8.6 with respect to Fees or Charges that are under a reasonable, good faith dispute, which Customer is cooperating diligently to resolve. Customer may dispute any Fees or Charges by contacting ar@Travel-Code.com within 30 days after the Fees or Charge are invoiced or are posted to Customer’s account (as applicable). Travel Code will review and address the dispute in its reasonable discretion. Fees and Charges not disputed within the 30 days will be deemed to have been accepted by Customer.

9. OWNERSHIP

 

9.1. Travel Code Property. As between Travel Code and Customer, the Services, Site, App, and Software (and all copies of the Software), and all related Intellectual Property Rights are and will remain the exclusive property of Travel Code or its third-party licensors, including visual interfaces, graphics, design, compilations, computer code (both source code and object code), and all other elements of the Services, Site, App, and Software. Travel Code reserves all rights not expressly granted in the Agreement.

9.2. Customer Feedback. If Customer or its Users submit suggestions, ideas, comments, or questions containing product feedback about or posted through the Services (“Feedback”), Customer grants Travel Code and its Affiliates a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable right to use (and full right to sublicense), reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, and display such Feedback in any form. For clarity, Feedback shall not contain Customer Confidential Information, including Customer Data, and shall not reference or identify Customer or its Users. Customer shall have no intellectual property right in the Services as a result of Travel Code’s incorporation of Feedback into the Services.

10. CONFIDENTIALITY AND SECURITY

 

10.1. Confidentiality Obligations. During the Term of the Agreement, neither party shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under the Agreement. Neither party shall disclose Confidential Information except to such party’s advisors, accountants, attorneys, investors (and prospective investors), and prospective acquirers that have a reasonable need to know such information, provided that any such third parties shall, before they may access such information, either (a) execute a binding agreement to keep such information confidential or (b) be subject to a professional obligation to maintain the confidentiality of such information. Each party shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Each party will ensure that any agents or subcontractors that are permitted to access any of the other’s Confidential Information are legally bound to comply with the obligations set forth herein. Notwithstanding the foregoing, Confidential Information may be disclosed as required by law. The receiving party must provide (to the extent permitted by applicable law) the disclosing party with sufficient advance notice of the request for the information to provide the disclosing party an opportunity to exercise any rights it may have to challenge or limit the disclosure of Confidential Information.

10.2. Post-Termination Obligations. The receiving party’s obligations to guard the disclosing party’s Confidential Information will survive for a period of 5 years after expiration or termination of the Agreement, except that personal information within a party’s reasonable control shall be kept confidential in perpetuity until such personal information is returned or deleted. The receiving party may retain an archival copy of the Confidential Information to the extent necessary to comply with applicable law or archival policies, provided that such retained Confidential Information will remain subject to all confidentiality obligations under the Agreement.

10.3. Security Obligations. Travel Code maintains appropriate information security practices for Travel Code’s systems used to provide Services, including reasonable security procedures and practices appropriate to the nature of the information, to prevent unauthorized access to, or use or disclosure of, any Customer Data (a “Security Incident”). Travel Code shall promptly notify Customer of any confirmed Security Incident that has impacted Customer Data, and investigate and remediate any such Security Incident. For Security Incidents arising out of Travel Code’s negligence or failure to apply commercially reasonable security practices, Travel Code shall be responsible for (i) costs of government or regulatory fines, and (ii) if Customer reasonably determines that it is required by applicable law to provide notice and/or credit monitoring or identity protection to any User and/or to provide notice to any governmental entity, costs associated with any such notices or identity protection (collectively, “Breach Costs”). Travel Code will not be responsible for Breach Costs related to a Security Incident to the extent the Security Incident was caused by Customer or its Users.     

11. WARRANTY AND DISCLAIMER

 

11.1. Warranty for Services. Travel Code warrants that it shall provide the Services in a professional and workmanlike manner, in material compliance with the terms of this Agreement, applicable industry standards, and all applicable laws.

11.2. Customer Use and Data. Travel Code will have no liability for any claims, losses, or damage caused by errors or omissions in any information provided to Travel Code by third parties, Customer, or by any User in connection with the Services. Travel Code is under no obligation to edit or control Customer Data that Customer imports to the Services. Travel Code may, at any time without prior notice, remove any Customer Data that violates the Agreement or applicable law, or which violates the rights of a third party or Travel Code. Travel Code will have no liability associated with any acts taken by Customer or a User in violation of the Acceptable Use Policies described in Section 4.5, such as a User’s misuse of Customer’s corporate credit card or violation of Customer’s travel and expense policies. Through the Services, Customer or its Users may receive advice or information (“Content”), which may be provided with the assistance of a large language model or similar machine learning technology. Such Content may be incomplete or inaccurate and is not a substitute for independent analysis or professional advice. Travel Code will have no liability for any use of or reliance on Content.

11.3. General Disclaimer. Except as provided in Section 11.1, Travel Code makes no representations or warranties of any kind, express, implied, statutory, or otherwise, and Travel Code specifically disclaims any warranty that the Services will be error free or uninterrupted, or that all errors will be corrected. Travel Code further disclaims any warranties with respect to the Services as to merchantability, accuracy of any information provided, fitness for a particular purpose, or non-infringement. Travel Code further disclaims any warranties arising from course of dealing or usage of trade. No advice or information, such as tax advice and reporting responsibilities, whether oral or written, regardless of the source, will constitute professional advice or create any warranty not expressly stated in the Agreement. Where applicable law does not allow the exclusion of certain warranties in certain circumstances, the disclaimers in this Section 11.3 and elsewhere in the Agreement shall be construed to comply with such applicable law.

12. TERM AND TERMINATION

 

12.1. Term. The term of the Agreement shall be as set forth in the applicable Service Order (“Term”).  The Agreement shall commence on the date set forth in the Service Order (or, if no Service Order is in place, then on the date that Travel Code notifies Customer that it has approved Customer to begin using the Services) and shall continue until it expires or is earlier terminated as provided in the Agreement. Commencement of the Services shall be determined by the Parties and included in the applicable Service Order. Except as otherwise specified in the applicable Service Order, the Term shall automatically renew for additional periods equal to the expiring Term unless either party gives the other notice of non-renewal at least 30 days before the end of the expiring Term. Travel Code reserves the right to increase any Fees upon automatic renewal, provided the increase is not more than 5% per annum. 

12.2. Termination for Cause. If either party commits a material breach of its obligations in the Agreement or any Service Order (including payment obligations), the non-defaulting party may give written notice to the defaulting party specifying the nature of the default, and if such default is not remedied, or substantial efforts are not made to remedy such default, within 30 days from the receipt of such notice, then the non-defaulting party shall have the right to immediately terminate the Service Order or Service relating to the breach, and any other Service Orders shall continue in full force and effect. If Customer terminates in accordance with the Agreement, Customer will be entitled to a pro-rated refund of unused, prepaid Fees as of the date of termination.

12.3. Termination for Insolvency. Notwithstanding anything set forth above, either party may terminate the Agreement immediately by providing written notice to the other party in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, ceases to do business, or if any bankruptcy, reorganization, arrangement, insolvency, liquidation proceeding, or other proceeding under any bankruptcy or other law for the relief of debtors is instituted by or against such party.

12.4. Rights and Obligations Upon Expiration or Termination. In no event shall any termination or expiration relieve Customer of the obligation to pay any undisputed Fees or Charges payable to Travel Code for the period prior to the effective date of termination or expiration. Provided Travel Code is not terminating for cause under Section 12.2 and upon Customer’s request, Travel Code will reasonably cooperate with Customer in a wind-down of Services prior to termination of a Service or of the Agreement. Customer shall be responsible for downloading any Customer Data and/or reporting available within the Services prior to the date of expiration or termination. Upon expiration or termination of the Agreement: (a) Customer’s right to access and use the Services will immediately terminate; (b) Customer and its Users shall immediately cease all use of the Services; (c) Travel Code shall cease use of the Customer Marks within a reasonable time; and (d) each party shall delete or return, and make no further use of, any Confidential Information, materials, or other items belonging to the other party, in accordance with Section 10.

12.5. Survival. Upon termination, any provision which, by its nature or express terms should survive, will survive, including, specifically, Sections 9 (Ownership), 10 (Confidentiality and Security), 13 (Indemnification), 14 (Limitation of Liability), 15 (Governing Law; Disputes), and 16 (General).

13. INDEMNIFICATION

 

13.1 Indemnification by Customer. Customer shall indemnify Travel Code, its Affiliates, officers, directors and employees, from any damages or costs (including reasonable attorneys' fees) finally awarded by a court that are associated with a third-party claim that: (a) arises out of Customer’s or any User’s use of the Services in a manner that violates Sections 4.4, 4.5, or 4.6; (b) Customer Data, as used in the Services, violates a third party’s privacy rights (except to the extent such damages are caused by Travel Code’s failure to guard the privacy and security of Customer Data); (c) arises out of Customer’s willful misconduct or fraud; or (d) arising out of Customer’s breach of a PSP Terms, if applicable. Customer’s obligations under this Section 13.1 are contingent upon Travel Code providing Customer with prompt written notice of such claim. Travel Code may not settle any claim to which it is seeking or is entitled to indemnification in a manner that would result in an admission of any wrongdoing by Customer, without Customer’s prior written approval.

13.2 Indemnification by Travel Code. Travel Code shall indemnify Customer, its officers, directors and employees, from any damages or costs ( including reasonable attorneys’ fees) finally awarded by a court that are associated with a third-party claim that: (a) the Services or Customer’s authorized use of Services infringes the Intellectual Property Rights of a third party; (b) arises out of Travel Code’s willful misconduct or fraud; or (c) arises out of Travel Code’s breach of its agreements with a PSP, if applicable. Travel Code’s obligations under this Section 13.2 are contingent upon: (a) Customer providing Travel Code with prompt written notice of such claim; (b) Customer providing reasonable cooperation to Travel Code, at Travel Code’s expense, in the defense and settlement of the claim; and (c) Travel Code having sole authority to defend or settle such claim. Travel Code shall have no liability under this Section 13.2 to the extent that a claim is based on use of the Services: (a) in violation of the Agreement or Travel Code’s reasonable instructions; or (b) in combination with other services or technology not authorized by Travel Code.

13.3 Infringement Claim Remedies. With respect to claims described in Section 13.2(a), in the event that Travel Code’s right to provide the Services is enjoined or in Travel Code’s reasonable opinion is likely to be enjoined, Travel Code may obtain the right to continue providing the Services, replace or modify the Services so that they become non-infringing, or, if such remedies are not reasonably available, terminate the Agreement without liability to Customer and provide a pro rata refund of any Fees prepaid and unused upon such termination. Sections 13.2 and 13.3 state the entire obligation of Travel Code and its licensors with respect to any alleged or actual infringement or misappropriation of third-party Intellectual Property Rights by the Services.

14. LIMITATION OF LIABILITY

 

14.1 Consequential Damages Waiver. In no event shall either party be liable to the other party for any incidental, special, punitive, cover, consequential, or other indirect damages, including loss of income, data, profits, revenue or business interruption, or cost of substitute services, or other economic loss, whether or not such party has been advised of the possibility of such damages, and regardless of the theory of liability.

14.2 Limitation of Liability.  Except for Customer’s obligation to pay Fees and Charges, in no event will either party’s aggregate liability in connection with the Agreement exceed the total Fees paid or payable by Customer in the 12 month period before the claim first arose, regardless of the theory of liability. If the Agreement has been in effect for less than 12 months, the total Fees paid or payable shall be annualized.

14.3 Exceptions. The limitation of liability in Section 14.2 does not apply to: (a) Travel Code’s obligation to pay Breach Costs (as defined in Section 10.3); (b) either party’s indemnification obligations as provided in Section 13; or (c) either party’s breach of confidentiality obligations under Sections 10.1 and 10.2 (collectively, “Excluded Damages”). With respect to Excluded Damages, in no event will either party’s aggregate liability to the other party exceed 5 times the total Fees paid or payable in the 12 months  before the claim first arose, regardless of the theory of liability. If the Agreement has been in effect for less than 12 months, the total Fees paid or payable shall be annualized. No limitation of liability will apply to willful misconduct, fraud or other damages that cannot be limited by applicable law.

14.4 Minimum Liability. If the Fees paid or payable by Customer to Travel Code in the 12 months before the claim first arose are less than $10,000, then the limitations of liability in Section 14.2 and 14.3 will not apply, and Travel Code’s aggregate liability shall not exceed $10,000 regardless of the form or theory of the claim.

15. GOVERNING LAW; DISPUTES

 

15.1 Governing Law. All matters relating to the Agreement shall be governed by the laws of the State of California, without regard to its conflict of law provisions. Any court claim related to the Agreement must be adjudicated in the state and federal courts located in Santa Clara County, California, and each party consents to the exclusive jurisdiction of such courts. To the extent permitted by applicable law, each party waives any right to jury trial in connection with a claim related to this Agreement.

15.2 Informal Resolution. The parties will use good faith efforts to resolve any dispute informally. If a dispute is not resolved within 30 days of initial notice, either party may pursue resolution of the dispute in a formal proceeding.

15.3 Agreement to Arbitrate. Any claims relating to the Agreement must be settled through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in San Francisco, CA or any other location mutually agreeable to the parties. However, either party may bring a court claim: (a) for nonpayment of Fees or Charges; (b) to enforce the arbitration provisions of the Agreement; or (c) for equitable relief as described below.

15.4 Equitable Relief. Each party acknowledges that a breach by the other party of any confidentiality or Intellectual Property Rights provisions of the Agreement may cause the non-breaching party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching party may seek to enjoin the breaching party from any breach or threatened breach of those provisions, in addition to any other relief to which the non-breaching party may be entitled at law or in equity.

16. GENERAL

 

16.1 Waiver. The waiver by either party of any default or breach of the Agreement shall not constitute a waiver of any other or subsequent default or breach.

16.2 Notices. Any notices provided by Travel Code under the Agreement will be given: (a) via email; or (b) by posting to the Services. Notices provided to Travel Code will be sent to legal@Travel-Code.com. For notices provided by Travel Code via email, the recipient shall be the address provided by Customer in the applicable Service Order, and the date of receipt will be the date on which such notice is transmitted.

16.3 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.4 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, strikes (except by its own employees), shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, and material shortages (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, the non-performing party will be excused from any further performance of its obligations affected by the Force Majeure Event for so long as the event continues and such party continues to use commercially reasonable efforts to resume performance.

16.5 Compliance with Laws. Each party agrees to comply with all applicable laws, including relevant anti-bribery laws and U.S. export and sanctions laws and regulations, with respect to its activities hereunder.

16.6 Relationship Between the Parties; No Third Parties. Nothing in the Agreement creates a partnership, joint venture or agency relationship between the parties. Neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent. The Agreement is for the sole benefit of the signatories and is not intended to benefit any third party. Only the parties may enforce the Agreement.

16.7 Assignment/Successors. Neither party may assign or transfer the Agreement, in whole or in part, without the other party’s prior written consent except to its Affiliate or in the event of a Change of Control (as defined below). Any attempted assignment or transfer in violation of this Section 16.7 will be null and void. “Change of Control” means, with respect to a party (a) the direct or indirect acquisition of either (i) the majority of voting stock of such party; or (ii) all or substantially all of the assets of such party, by another entity in a single transaction or a series of transactions; or (b) the merger of such party with another entity. Subject to the foregoing, the Agreement shall inure to the benefit of the successors and permitted assigns. No assignment shall relieve a party of its obligations under the Agreement unless the non-assigning party releases the assigning party of such obligations in a written agreement.

16.8 Authority to Bind. The person entering into the Agreement on behalf of Customer represents that they have sufficient legal authority to do so.

16.9 Entire Agreement; Translated Versions. The Agreement, together with any Service Orders or addenda, or other attached or referenced documents, constitutes the complete and exclusive agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, concerning the subject matter of the Agreement. This Agreement supersedes any pre-written, click-through, or other non-negotiated terms on a purchase order or other Customer document. The Agreement is binding in the English language only, and any version in a language other than English is only for convenience.

16.10 EU Residents. The EU Package Travel Directive (Directive (EU) 2015/2302 of the European Parliament and of the Council of 25 November 2015 on package travel and linked travel arrangements) does not apply to travel purchased through Travel Code on the basis that the Agreement is a general agreement for the arrangement of business travel.