USER AGREEMENT

USER AGREEMENT
THIS USER AGREEMENT will be entered into when an Agency account is registered

by and between:
SIMNA TOURS & TRAVELS., a partnership form and having its registered office at 10/1766, luharkot, kasbatiwad, Ankleshwar - 393001 represented by its authorized signatory, Mr. Azharkhan A Pathan (hereinafter referred to as the “Company”, which expression shall mean and include unless repugnant to the context thereof; its Affiliates, successors and assigns) of the FIRST PART;


AND
Agent being a Pvt Ltd Company firm having its registered office at a declared location in India. Through its authorized partner, Agent, (hereinafter referred to as the “User”, which expression mean and include unless repugnant to the context thereof, his legal heirs, successors, administrators and assigns/ its successors and assigns) of the SECOND PART

The User and the Company will be hereinafter wherever the context requires, referred to collectively as “Parties” and individually as “Party”.


WHEREAS

1. The Company is engaged in the business of tours and travels related
2. The User is a travel company and is inter alia engaged in the business of tours and travels related
3. The User has approached the Company with the intention of entering into a contractual engagement, whereby the User will be the non-exclusive User providing Services (defined hereinafter) for the
4. The User has agreed to be the non-exclusive User providing Services for such consideration including User commission payable by the Company to the User as per the terms and conditions contained
5. The Parties hereby will be wished to record the terms and conditions upon which the parties have agreed that the User shall be the non-exclusive User for the

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein and other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, the Parties intending to be bound legally, agree as follows:

1. DEFINITIONS AND INTERPRETATION

• Definitions
In this Agreement, the capitalized terms shall have the following meanings:
• “Affiliate” shall mean, in relation to any Party, any person directly or indirectly controlling, controlled by or under common control with, such Party, and, in case such Party is a natural person, a relative of such
• “Applicable Law” shall means applicable provisions of: (a) constitutions, treaties, statutes, laws (including common law), codes, rules, regulations, ordinances, notifications, guidelines, or orders of any governmental authority, (b) approvals, and (c) orders, decisions, injunctions, judgments, arbitral awards, decrees as may be in force from time to time;
• “Brand” shall mean the brand name, logo, trademark and/or identifiable characters used and registered in the name of the
• “Business Day” shall mean a day (other than Sunday) on which banks and financial institutions are generally open for business in Mumbai;
• “Confidential Information” shall mean all non-public information, of a Party which is accessible by or is available to the other Party directly or indirectly, whether in writing, oral, graphic, visual or any other tangible, intangible or electronic form including, without limitation, any and all information relating to


such Party’s and/or its client’s (whether past, present, or future), financial data, financial results and projections, costs and prices, details of suppliers, retainers, employees and agents (past, present or prospective), technologies, technical and business strategies, business and marketing plans, marketing and sales techniques, pricing and other strategies, computer programs, software tools, source codes, object codes, protocols, product descriptions, development schedules, product positioning, choices of product names, trade secrets or know how, customer information and Intellectual Property Rights (defined later) as well as any such information not generally known to third parties or received from others that such Party is reasonably expected to treat as confidential.
• “Designated Account” shall mean the bank account operated by the Company
• “Due Date” shall mean the last day on or before which the User is liable to make the payment to the Company for the bookings made on the
• “Fees” shall mean the consideration for rendering the Services, payable to the User by the Company alongwith commission (if any).
• “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of India including but not limited to the Brand, and all analogous rights subsisting under the laws of other jurisdictions and shall include any legally protectable product or process of the human intellect whether registrable as patents, trademarks, copyrights, designs or otherwise such as an invention, expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process, presentation and other Confidential
• “Loss/Losses” means and includes all losses, liabilities, damages, obligations, claims, demands, actions, fines, costs, expenses, royalties, judgments or causes of action, assessments, taxes, deficiencies, including any interest or penalties with respect thereto.
• “Rates” shall mean the prices stated on the Website for booking services / products.
• “Services” shall mean [procuring bookings for air travel, hotel, visa, or as described on the product available for stay for the customers on the
• “Website” shall mean atlasumrah.com or a third party booking platform with whom the Company has partnered with.

2. APPOINTMENT OF THE USER

• The Company hereby appoints the User as its non- exclusive agent to provide the Services and for performing other obligations and covenants undertaken by the User under this Agreement on the terms and conditions contained herein and the same is accepted by the
• It is hereby explicitly agreed between the Parties that any other activity undertaken by the User for the Company that does not come under the scope of this Agreement and consideration for such activity shall be determined on terms and conditions mutually agreed between both

3. REPRESENTATION AND WARRANTIES OF THE USER

• The User hereby represents and warrants to the Company that it has full authority, power and capacity to enter into and carry out its obligations under this Agreement and that all necessary acts and things have been done to enable it lawfully to enter into and carry out its obligations under this Agreement and that when executed, this Agreement will create obligations which are valid and binding on it and enforceable in accordance with its
• The User represents that it is free to enter and perform this Agreement and has not entered into and shall not enter into any arrangement/ agreement, which may conflict with
• The User hereby undertakes to render the Services in accordance with the terms and conditions contained herein this
• The User represents and warrants that in performing the Services under this Agreement it will not violate or infringe the Intellectual Property, right of privacy or any other personal or proprietary right whatsoever of any person or
• The User hereby agrees that the execution of this Agreement shall not create any license, right, title or interest in respect of any Intellectual Property of the Company in favour of the User and it shall not make any claims to the

4. OBLIGATIONS OF THE USER

• The User shall access the Website for rendering Services only vide the login id and password provided by the Company. All Bookings should only be routed through the booking platform (booking.atlasumrah.com) provided to the User. The Company will not be responsible for bookings made through other
• The User will NOT promote or accept or take any Hajj bookings on behalf of the Company.
• The User shall at its sole costs maintain access to the Website at all
• The User shall comply with the Booking and Cancellation Policy so provided by the Company and as updated from time to time
• The User shall duly deposit the booking amount and following payments with the Designated Account of the Company on or before the Due Date. The agency indemnifies the company that it shall not accept any bookings on cash basis from end
• The User shall process the refund to the customer so initiated by the
• The User shall be liable to bear the cancellation charges so levied by the Company
• The User shall ensure that the cheque so handed over to the Company towards security shall be honored in the event the same is deposited by the Company in accordance with the terms of this
• The User shall be solely liable to the end customer and the Company shall not hold the Company accountable for any action initiated by the customer in respect of the deficiency of Services or

5. OBLIGATIONS OF THE COMPANY

• The Company shall provide the User with the login id and password that the User shall use to access the Website and render

• The Company shall provide adequate training and requisite manual to the User and its personnel for the purpose of operating the Website to enable them to render the Services as per the

• The Company shall process the refunds for bonafide cancellations made by the end customers as per its Booking and Cancellation

6. BOOKING AND CANCELLATION PROCEDURE

• The User shall make the bookings through the Website at the Rates mentioned therein and as per the Booking and Cancellation Manual so provided by the Company.

• The User shall be solely liable to ensure that the payment as per the Rates stated on the Website are deposited/transferred to the Designated Account of the Company on or before the Due Date. All payments shall be in accordance to the payment policy on the web portal only through banking The agency shall not accept any bookings from end customers on cash and indemnifies to the company that the company shall not be responsible for any bookings accepted outside the policy guidelines by the agency

• The failure by the User to make payment to the Company on or before the Due Date shall be considered as a material breach of this Agreement and besides other recourse available, the Company shall have the right to charge interest on the outstanding payment @18% p.a. and/or to cancel all/any such bookings made by the

• The User acknowledges that the Company shall not be held liable for canceling any bookings made by the Company arising from the non-payment by User on or before Due Date. The User further acknowledges that it shall be solely and exclusively liable for any action initiated by the customer on account of cancellation of bookings made by the Company due to non-payment by

• The Company reserves the right to vary the Rates on the Website without any prior notice to the It is understood that the Company may from time to time offer a dynamic pricing, where the Rates fluctuate according to supply and demand.

• The Company reserves the right to refuse, amend or cancel at the User’s expense any bookings made by the User that the Company believes, for any reason, are not bona fide In such cases, refunds and/or cancellations if any shall be as mandated by the Company without any liability as to cost or damages.

• It is agreed by the Parties that in the event that for some reason after the confirmation of the booking, the service is cancelled by the customer, then in such an event the User shall be liable to refund the amounts to the Customer as per the Booking and Cancellation Manual of the

• The User agrees and undertakes to be liable for the payment of cancellation charges as applicable, should the customer desire to cancel the booking once the booking is confirmed by Company

7. REFUND ON CANCELLATION

• The User shall promptly notify the Company of any cancellation and refunds requests received by the User to enable the Company to refund all/any payments already collected from the

• The Company reserves the right to determine the amount of refund value in case of cancellations and / or The decision on the quantum of refund will be final as that made by Company and binding upon the User and the customer. The refund will be credited back to the Customer’s / User’s account.

• There shall be no refund for unutilized services or for services utilized Out of Sequence and the User shall at all times keep the Company updated in respect of the

8. CONSIDERATION AND PAYMENT TERMS

• All payments shall be subject to statutory deductions, as per Applicable

• It is expressly agreed by the Parties that all/any out of pocket expenses to be incurred by the User on behalf of the Company shall require prior written approval of the Company in order for it to be reimbursed to the Furthermore, all/any out of pocket expenses shall only be reimbursed at actuals and upon the production of relevant supporting documentation.

9. CONFIDENTIALITY OBLIGATION

• The User agrees and acknowledges that during the Term of its engagement with the Company, the User shall have access to Confidential Information. The User understands and acknowledges that an access to the Confidential Information has been provided to the User solely as a consequence of his engagement with the Company in respect of the

• The User understands and acknowledges that the Confidential Information is of immense value to the Company. The User understands that any use or disclosure of such Confidential Information including any inadvertent disclosure can cause immense and irreparable harm, loss, damage and injury to the Company and its reputation and hence undertakes to keep such Confidential Information confidential and use it solely in the manner expressly authorized by the

• The obligations set out this clause 9 shall survive termination of this

10. INDEMNITY

The User shall indemnify and keep fully indemnified, at all times, the Company, from and against all actions, proceedings, claims, demands, costs including legal costs, awards, damages arising directly or indirectly as a result of: (i) all bookings made by the User through the Website; (ii) any breach, alleged breach or non-performance by the User of any of the undertakings, representations, warranties or obligations under this Agreement; or (ii) any third party claims that may arise on account of the User’s negligence, misrepresentations, acts of commission or omission or any other default under this Agreement or (iv) any cancellation of bookings undertaken by the Company as per the terms of this Agreement.

11. INTELLECTUAL PROPERTY RIGHTS

• The User undertakes that all/any Intellectual Property Rights created as a consequence of this Agreement and in the course of rendering the Services shall be deemed to be “work made for hire” and belong exclusively to the Company and the User shall have no claim to the

• The User hereby undertakes to do any and all acts and execute any and all documents in such manner and at such locations as may be required by the Company in its sole discretion in order to protect perfect or enforce any of the rights granted or confirmed to the Company pursuant to this

12. TERM

This Agreement shall come into force on the Effective Date and shall be effective for an initial period of 1 year and may be extended for such further term as mutually agreed between the Parties in writing (hereinafter referred to as “Term”).

13. TERMINATION & CONSEQENCES THEREOF

• Subject to any renewal of this Agreement under clause 12 hereinabove, this Agreement shall terminate at the end of the

• Either Party shall have the right to terminate this Agreement by giving the other Party, 30 Business Days prior notice in writing, for convenience, without assigning any reason.

• Without prejudice to any other provision for termination in the Agreement, the Company shall have the right to terminate the Agreement by giving 15 (fifteen) Business Days Notice in writing to the User, upon the occurrence of any of the following events:

1. If the User commits any breach of any of the terms and conditions of this Agreement;

2. If the User engages in fraud or other illegal activities, or in any activities which the Company, in its reasonable judgment, believes could adversely affect the Company’s reputation or goodwill;

3. If the User engages in dishonest or fraudulent behavior or commits any act of willful misconduct;

4. If the User gives or offers to give directly or indirectly to any person any bribe, gift, gratuity, commission or other thing of value as an inducement or reward for doing or forbearing to any action or showing any favour or disfavor to any person in relation to the

5. If the Services provided by the User are not as per the satisfaction of the Company

• If such breach is not remedied by the User within 15 (fifteen) Business Days of stipulated correction time after receipt of the Notice, this Agreement shall stand terminated at the end of such

• Each of the Parties shall have the right to terminate this Agreement with immediate effect after written notice to the other Party upon occurrence of any of the following events:

1. Bankruptcy, liquidation, appointment of an administrator or administrative receiver or insolvency of the other Party; or

2. Material breach of this Agreement by the Party, which may have an adverse effect on the business of the other Party, if such breach is not remedied within a period of 30 (thirty) Business Days after written notice thereof is issued and delivered by the non-defaulting

• Upon termination all accounts shall be taken and settled between the Parties within a period of 30 (thirty) Business Days from the date of termination and both the Parties shall be released from all further obligations under this Agreement

• Notwithstanding anything contained herein, in the event of termination due to the material breach of the terms and conditions of this Agreement by the User, the Company shall be entitled to encash the security and the User shall not be entitled

to receive the balance payments from the Company, with respect to Services which remain incomplete or unsatisfactorily performed or unpaid.

• Termination of this Agreement for any reason whatsoever will not prejudice any rights of either Party, which have arisen on or before the date of

14. COMPLIANCE WITH LAWS

• The User shall be responsible for complying with all administrative and statutory formalities required under any local/state/central government laws for rendering the Services and shall take all necessary steps for obtaining all Approvals, and renewals thereof from the Governmental Authorities and expressly indemnify the Company against any liability arising from the non-compliance of the

• The liability for complying with all labour enactments, legal and other formalities and making all payments due under any law or contract pertaining to the persons employed in connection with the operations of the User will lie wholly and exclusively with the The liability for all such compliances and payments shall be that of the User.

15. RELATIONSHIP

• Neither the execution of this Agreement nor the performance thereof shall, (except for the limited purpose stated herein) be construed to constitute the User as an agent or legal representative of the Company or an Affiliate of the Company for any purpose, nor shall this Agreement be deemed to establish a joint venture or partnership between the The status of the User shall be of an independent consultant and the User shall not have the right or authority to bind or commit the Company in any manner or for any purpose whatsoever, or represent the Company as its agent, without the prior written consent of the Company.

• The User shall be wholly and solely responsible for its employees and in no circumstance shall the Company directly or indirectly be liable for any claims/demands made by the employees of the User, including the liability if any, for any statutory payments. Such employees shall in no way and at no time be considered to be employees of the

16. FORCE MAJEURE

Neither Party shall be considered in default of their obligations under this Agreement if the performance of these obligations is delayed, hindered or prevented by force majeure. If, due to war, strikes, lockouts, fire, blockade, riots, floods, natural calamities, acts of God or other obstacles or unforeseen circumstances beyond its control, the User is unable to complete assignments in the manner and time as mutually agreed, then it shall not be held responsible for any Loss or damage which may be caused or sustained as a consequence. However, any advance payment made by the Company shall be refunded to the Company for the Services that are not provided.

17. GOVERNING LAW AND ARBITRATION

• This Agreement shall be governed by and construed in accordance with the laws of India.

• Any legal action pertaining to this Agreement shall be subject to the jurisdiction of courts at Mumbai alone to the exclusion of other

• That in the event of any disputes or differences arising out of, relating to or with reference to or in connection with this Agreement shall be resolved through mutual discussion. If the dispute is not resolved through discussion within a period of 1 (one) month from the date of raising of dispute, then it shall be referred to a sole and mutually acceptable arbitrator whose award shall be final and binding on the Parties. In the event that the Parties are unable to mutually agree upon an arbitrator, the same shall be referred to a bench of 3 arbitrators as per the provisions of the Arbitration and Conciliation Act,

18. MISCELLANEOUS

18.1 Waiver
No waiver by either Party of any breach of any condition, covenant or term of this Agreement shall be effective unless it is in writing and no failure or delay by either Party in insisting upon strict performance of any of the terms or conditions of this Agreement or in exercising any right, power or privilege hereunder shall operate as a waiver thereof.
 
18.2 Assignment
The User shall not assign (whether by operation of law or otherwise) any of its rights or obligations under this Agreement to any third party without the prior written consent of the Company. The Company shall have the right to assign this Agreement or any part thereof or any benefit or interest therein in favour of any party. In case of any such permissible assignment, the rights and obligations of either Party under this Agreement shall not in any way be adversely affected.
 
18.3 Entire Agreement
This Agreement constitutes the complete expression of both Parties’ agreement and understanding with respect to the subject matter herein and supersedes all other prior agreements, undertakings, obligations, promises, arrangements, communications, negotiations and understandings whether oral or written, by the Parties with respect to the subject matter hereof.
 
18.4 Amendment
This Agreement and its Annexures/Schedules may be amended or modified only by a written agreement by both Parties. Any such amendment and modifications will be listed in an Annexure hereto.
 
18.5 Notices
All notices, waivers and other communications required or permitted hereunder shall be in writing, in English language, and communicated to the other Party at the addresses stated above or such other address or addresses as any such Party may from time to time designate by written notice. All such notices may be given by personal delivery, telefax, post or by courier mail.

Except as otherwise specified herein, all notices and other communications shall be deemed to have been duly given on:

1. The date of receipt if delivered personally;

2. Five (5) Business Days from the date of posting if transmitted by mail; or

3. The Business Day following the date of transmission with confirmed answer back if transmitted by fax, whichever shall first

4. One party to the other shall communicate any change in the above addresses in writing and such change shall take effect five (5) Business Days after receipt of such written
 
18.6 Partial Invalidity
In the event that anyone or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect, such provision or provisions shall be ineffective only to the extent of such invalidity, illegality or unenforceability, without invalidating the remainder of such provision or provisions or the remaining provisions of this Agreement, and such invalid, illegal or unenforceable provision or portion thereof shall, to the maximum extent possible, be substituted by (an) enforceable provision(s) that preserve(s) the original intentions and economic position of the Parties.
 
18.7 Survival
Any terms of this Agreement which are destined, explicitly or implicitly, to survive the termination or expiration of this Agreement, shall accordingly survive.